EXECUTIVE EMPLOYMENT AGREEMENT
FIRST WEST XXXXXXX CORPORATION
THE FIRST NATIONAL BANK OF WEST XXXXXXX
and
XXXXXXX X. XXXXX
MacELREE, HARVEY, GALLAGHER, XXXXXXXXXX & SEBASTIAN, LTD.
00 Xxxx Xxxxx Xxxxxx
X.X. Xxx 000
Xxxx Xxxxxxx, XX 00000-0000
(000) 000-0000
TABLE OF CONTENTS
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1. Employment..................................................................2
2. Term........................................................................2
3. Compensation................................................................2
4. Position and Responsibilities...............................................3
5. Breach of Agreement.........................................................4
6. Termination.................................................................5
7. Expenses and Automobile.....................................................7
8. Disability..................................................................7
9. Restrictive Covenant........................................................7
10. Binding Effect.............................................................8
11. Notice.....................................................................8
12. Waiver of Breach...........................................................8
13. Vested Benefits............................................................9
14. Savings Clause.............................................................9
15. Governing Law..............................................................9
16. Entire Agreement; Modifications............................................9
EXHIBIT "A"...................................................................11
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT made this 1st day of January, 1998,
by and between FIRST WEST XXXXXXX CORPORATION, a Pennsylvania business
corporation, and THE FIRST NATIONAL BANK OF WEST XXXXXXX, a wholly owned
subsidiary of First West Xxxxxxx Corporation and a national banking association
with its principal offices located at 0 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx,
Xxxxxxxxxxxx (hereinafter individually referred to as "Corporation" and "Bank"
respectively, and collectively referred to as "FNB") and XXXXXXX X. XXXXX, of
West Chester, Pennsylvania (Hereinafter referred to as "Xxxxx").
WITNESSETH:
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WHEREAS, Xxxxx is the President of the Corporation and the
Bank and a member of the Boards of Directors of the Corporation and the Bank and
has served as Chief Executive Officer of the Corporation continuously during the
past fourteen (14) years and has served as Chief Executive Officer of the Bank
continuously during the past twenty (20) years; and
WHEREAS, Xxxxx'x leadership skills and services have
constituted a major factor in the successful growth and development of FNB; and
WHEREAS, FNB desires to employ and retain the experience and
financial ability and services of Xxxxx as 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; and
WHEREAS, the terms, conditions and undertaking 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 held on or
about the 15th day of September, 1997 (the meeting date of the Board of
Directors of the Corporation) and on or about the 15th day of September, 1997
(the meeting date of the Board of Directors of the Bank). 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. FNB hereby employs Xxxxx, and Xxxxx 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 ten (10) years, commencing January 1, 1998, and terminating
December 31, 2007 (the "Term").
3. Compensation. During the Term of this Agreement, FNB
shall pay Xxxxx a salary (hereinafter referred to as "Compensation") and provide
Xxxxx 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 Boards of
Directors or the Corporation and the Bank from time to time and set forth on the
attached Exhibit "A"; provided, however, that in no event shall Xxxxx'x
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 Xxxxx'x
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 calendar year of the Term of this
Agreement, Xxxxx shall be employed as the President and Chief Executive Officer
of the Corporation and the Bank, and it is contemplated by the parties that
Xxxxx shall continue to serve as the President and Chief Executive Officer of
the Corporation and the Bank throughout the entire Term of this Agreement;
provided, however, that in no event shall Xxxxx be employed by the Corporation
and/or the Bank during any calendar year subsequent to the first calendar year
of this Agreement at a lower position or rank or with substantially diminished
authority or responsibilities than Senior Vice President and any such diminution
in position or authority shall be considered a breach of this Agreement. Xxxxx
shall devote his full time and efforts solely to the business of FNB 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 business
of FNB and such other duties of supervision and management as are generally
vested in the office of President or Senior Vice President of a corporation or
as are set forth in job descriptions established by the Boards of Directors of
the Corporation and/or the Bank for such offices. Xxxxx 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 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) FNB shall provide Xxxxx with an office, secretarial
assistance and such other facilities and support services as shall be suitable
to Xxxxx'x position and responsibilities as set forth above and as may be
necessary to enable Xxxxx to perform such duties effectively and efficiently.
(c) In connection with Xxxxx'x employment by the
Corporation and the Bank, Xxxxx shall maintain his office at the principal
executive offices of FNB located at 0 Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx,
Xxxxxxxxxxxx, 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. Breach of Agreement. If FNB breaches any provision of
this Agreement (specifically including, but not limited to, substantial
diminution in the position and authority of Xxxxx as set forth in the preceding
paragraphs), Xxxxx may leave the employment of FNB whereupon he shall be under
no obligation to perform his duties hereunder and shall have no further
liability or obligations under any provisions of this Agreement. In such event,
however, FNB shall be obligated to continue to provide Xxxxx with the
Compensation and Benefits provided for herein for the remaining period of this
Agreement at the rate, times and intervals at which such Compensation is being
paid on the date on which FNB commits a breach of this Agreement.
6. Termination.
(a) Xxxxx may terminate this Agreement effective as of
December 31st or any year during the Term of this Agreement for any reason, by
giving the Boards of Directors of the Corporation and the Bank written notice
thereof on or before December 1st of such year. If Xxxxx terminates this
Agreement pursuant to this subparagraph, FNB shall be under no obligation to pay
any Compensation or provide any Benefits to Xxxxx following the effective date
of such termination, except that FNB 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) The Board of Directors of the Corporation or the
Bank may terminate this Agreement at any time if Xxxxx 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 provision of this
Agreement or 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 Xxxxx'x 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 Xxxxx written notice specifically identifying the manner in which
Xxxxx has breached the terms of this Agreement and the approximate date or dates
on which such violations have occurred. Xxxxx 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 Xxxxx 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, the Board of
Directors of the Corporation or the Bank may terminate this Agreement effective
immediately upon giving Xxxxx written notice of such termination on or after the
31st day following the date on which notice of the breach was delivered to
Xxxxx. In the event that the breach asserted by the Board of Directors of the
Corporation or the Bank is, because of its nature, incapable of being corrected
or cured, then such breach shall not be cause for termination of this Agreement
unless such breach shall be deemed to have caused FNB significant and
irreparable harm in the opinion of a simple majority of the Board of Directors
of the Corporation or the Bank. Any decision rendered by the Board of Directors
of the Corporation or the Bank which determines that such breach has caused
significant or irreparable harm to FNB shall be final, binding and conclusive
for purposes of this Agreement and shall not be subject to challenge by Xxxxx.
If such breach is not deemed to have causal FNB significant and irreparable
harm, then this Agreement shall not be terminated by reason thereof, but any
future breach of a similar nature shall be cause for immediate termination by
the Board of Directors of the Corporation or the Bank upon giving Xxxxx written
notice thereof. In the event that this Agreement is terminated by FNB pursuant
to this subparagraph, then FNB shall be under no obligation to provide
compensation or benefits to Xxxxx following the effective date of such
termination, except for such Compensation and Benefits which have accrued and
which have not been paid or furnished as of the effective date of such
termination.
(c) Except as provided in this Paragraph 6, this
Agreement may not be terminated by either party.
7. Expenses and Automobile. Xxxxx is authorized to incur
reasonable expenses for promoting the business of FNB, including expenses for
travel, entertainment and similar items on behalf of FNB business. FNB shall
reimburse Xxxxx for all such expenses upon the presentation by Xxxxx, from time
to time, of an itemized account of such expenditures. In addition, FNB shall
provide Xxxxx with an automobile for his use during the Term of this Agreement.
8. Disability. If Xxxxx shall become disabled (as
determined by FNB's insurance carrier or a physician of its choice) during the
Term of this Agreement, then from and after the date upon which it is determined
that Xxxxx became disabled and until such time as Xxxxx 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/or salary continuation policy covering Xxxxx which is
maintained in force by FNB at the time such disability occurs. FNB hereby
covenants and agrees to maintain a disability insurance policy and/or salary
continuation policy covering Xxxxx during the entire Term of this Agreement, and
that it 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 Xxxxx at least fifteen (15)
days prior written notice thereof.
9. Restrictive Covenant. During the Term of this Agreement
and for a period of two (2) years thereafter, Xxxxx shall not, directly or
indirectly, be employed by any other bank or financial institution doing
business in Xxxxxxx County, Pennsylvania; provided, however, that if FNB
breaches this Agreement and Xxxxx terminates this Agreement by reason thereof,
this restrictive covenant shall be null and void and Xxxxx shall be entitled to
be employed by any commercial banking institution doing business in Xxxxxxx
County, Pennsylvania or in any other location.
10. Binding Effect. This Agreement shall inure to the
benefit of and be binding upon FNB, its successors and assigns, including,
without limitation, any person, partnership, company or corporation which may
acquire all or substantially all of the assets or business of FNB or into which
FNB may be liquidated, consolidated, merged or otherwise combines, regardless of
the identity or form of the surviving entity, and shall inure to the benefit of
and be binding upon Xxxxx, his heirs, and personal representatives.
11. 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 Xxxxx'x residence, in the
case of Xxxxx, or to its principal office, in the case of FNB. Copies of all
such notices shall simultaneously be personally delivered or sent by United
States first class mail, postage prepaid, to Xxxx X. Xxxxxxxxxx, III, Esquire,
MacElree, Harvey, Gallagher, Xxxxxxxxxx & Sebastian, Ltd., 00 Xxxx Xxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx, General Counsel to FNB.
12. 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.
13. Vested Benefits. This Agreement shall not limit or in
any way affect any benefits which Xxxxx may be entitled to receive under FNB's
pension plan or any other benefits in which Xxxxx has a vested interest as of
the date of this Agreement.
14. 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.
15. 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.
16. Entire Agreement; Modifications. 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
WITNESS: THE FIRST NATIONAL BANK OF
WEST XXXXXXX
/s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Director
Personnel & Compensation Committee
ATTEST: FIRST WEST XXXXXXX CORPORATION
/s/ XXXX X. XXXXXXXX By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Director
WITNESS:
/s/ XXXXXXX X. XXXXX /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
EXHIBIT "A"
COMPENSATION AND BENEFITS
AS OF JANUARY 1, 1998
1. Annual Salary as of January 1, 1998: $310,000.
2. Health Insurance: Major Medical and Hospitalization Insurance through
National Alliance of Self-Funded Group Insurance Trust, Policy/Plan
#JB 3/100250
3. Pension Plan: Self-Administered by FNB
4. Salary Continuance (Disability) Policy / Plan: Mutual Benefit Life
Insurance Company, Policy #G-33196
5. Life Insurance: One year term renewable through Equitable Insurance
Company, Agreement #A0360392
6. Executive Carve-out Life Insurance Policy
7. Bonus Plan: Self-Funded by FNB
8. Automobile Rental, Maintenance and Insurance
9. Five (5) Weeks Paid Vacation
