AGREEMENT
EXHIBIT
10.1
EMPLOYMENT CONTRACT OF XXXXXXXX A. GLASS
AGREEMENT
This Agreement, made this 21st day of December, 1998, by and between
First Commonwealth Bank, organized and existing under the laws of the
Commonwealth of Pennsylvania and whose principal place of business is in
Indiana, Pennsylvania (the "Employer"), and Xxxxxxxx A. Glass, an
individual residing in Indiana, Pennsylvania (the "Executive").
WITNESSETH
WHEREAS, the Executive is presently
employed by the Employer as president and chief executive officer; and
WHEREAS, the parties wish to set
forth the terms of severance should said employment be terminated prior to the
sixty-third (63rd) birthday of Executive;
NOW, THEREFORE, the parties hereto,
intending to be legally bound, mutually agree as follows:
1. Termination
of Employment.
(a) Employer shall have the right at any time to terminate Executive's
employment for just cause. For the
purposes of this Agreement, "termination for just cause" shall mean
termination for personal dishonesty, willful misconduct, breach of fiduciary
duty involving personal profit, conviction of a felony, willful violation of
any law, rule or regulation (other than traffic violations or similar
offenses), willful violation of a final cease and desist order, or willful or
intentional breach or neglect by Executive of his duties.
(b) In
the event employment is terminated for just cause pursuant to subparagraph (a)
above, Executive shall have no right to compensation or other benefits for any
period after the date of termination.
(c) If
Executive is not dischargeable for just cause, either Employer or Executive may
terminate Executive's employment for any reason by giving ninety (90) days
prior written notice to the other party and Employer shall pay as severance to
Executive an amount equal to twenty-four (24) month's base salary, based on
Executive's then current annual base salary and payable in accordance with
Employer's customary payroll practices beginning on the first payroll payment
date following the date of termination and continuing throughout the remaining
twenty-four (24) months.
(1) Executive shall not be required to mitigate the amount of any
payment period provided for in this section if he obtains other
employment. The parties agree that any
employment by Executive during said twenty-four (24) month period shall not be
in competition with Employer, directly or indirectly, in Employer's market
area.
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(2) Employer
will continue to pay Employer's share of the health insurance premiums for
Executive under the group plan in effect at the time for a period not to exceed
twenty-four (24) months. Executive will
be responsible to pay any employee contributory share and COBRA administration
fee.
(3) If the Internal Revenue Service determines that the severance
benefits constitute "excess parachute payments" under Sections 280G
and 4999 of the Code, Employer shall assume responsibility for the loss of any
tax deductions, and Executive shall assume responsibility for payment of any
income and excise taxes attributable to the excess parachute payment.
2. Miscellaneous.
(a) This Agreement may not be amended except in writing signed by the
Executive or by his duly authorized representative, and by a duly authorized
officer of Employer.
(b) All
notices given or required to be given shall be in writing, sent by United
States first-class certified or registered mail, postage prepaid, to Executive
(or to Executive's spouse or estate upon Executive's death) at Executive's last
known address and to Employer at its principal offices. All such notices shall be effective when
deposited in the mail. Either party by
a notice in writing may change or designate the place for receipt of all such
notices.
(c) All
payments required to be made by Employer hereunder to the Executive shall be
subject to the withholding of such amounts, if any, relating to tax and other
payroll deductions as Employer may reasonably determine should be withheld
pursuant to any applicable law or regulation.
(d) The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
(e) This
Agreement may be executed in one or more counterparts, each of which shall be
determined to be an original but all of which together will constitute one and
the same instrument.
(f) If
Executive should die during the term of this Agreement, the Agreement shall
immediately terminate on the day of his death as if such day were the first day
fixed for termination.
(g) This
Agreement shall terminate upon Executive reaching the age of sixty-three (63)
years.
(h) This
Agreement shall not diminish Executive's rights under any other existing
agreements, including change of control agreements.
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3. Applicable
Law.
This Agreement shall be governed
in all respects and be interpreted by and under the laws of the Commonwealth of
Pennsylvania, except to the extent that such law may be preempted by applicable
federal law.
IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above written.
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ATTEST: |
EMPLOYER: |
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First Commonwealth Bank |
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/S/XXXXX X. TOMB, JR. |
By:/S/E. XXXXX XXXXXXXXX |
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WITNESS: |
EXECUTIVE: |
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/S/XXXXXXXX X. XXXXXXX |
/S/XXXXXXXX A. GLASS |
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Xxxxxxxx A. Glass |
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