Employment Contract - President

EXECUTIVE EMPLOYMENT AGREEMENT


FIRST CHESTER COUNTY CORPORATION


THE FIRST NATIONAL BANK OF CHESTER COUNTY


and


KEVIN C. QUINN


TABLE OF CONTENTS


Page
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1. Employment 2


2. Term 2


3. Compensation 2


4. Position and Responsibilities 3


5. Termination 4


6. Indemnification 12


7. Expenses and Automobile 12


8. Restrictive Covenant 12


9. Binding Effect 13


10. Notice 13


11. Waiver of Breach 13


12. Vested Benefits 13


13. Savings Clause 14


14. Governing Law 14


15. Entire Agreement; Modification 14


EXHIBIT "A" 16


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT made this 13th day of November, 2003, by and between FIRST CHESTER COUNTY CORPORATION, a Pennsylvania business corporation, and THE FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as "Corporation" and "Bank" respectively, and collectively referred to as "FNB") and KEVIN C. QUINN of West Chester, Pennsylvania (hereinafter referred to as "Quinn").


RECITALS


Quinn is presently Assistant Treasurer of the Corporation and Chief Operating Officer of the Bank.


Quinn's leadership skills and services have constituted a major factor in the successful growth and development of FNB.


FNB recognizes that Quinn's contributions have been substantial and meritorious and, as such, Quinn has demonstrated unique qualifications to act in an executive capacity for FNB.


FNB desires to employ and retain the experience and financial ability and services of Quinn as President 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.


The terms, conditions and undertakings 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.


WITNESSETH:


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 Quinn as President of the Corporation and of the Bank, and Quinn hereby accepts such employment, under and subject to the terms and conditions set forth herein.


2. Term.


Subject to the provisions for termination of this Agreement provided herein, the term of this Agreement shall be for a period commencing November 13, 2003, and terminating December 31, 2006 (the "Term"). Thereafter, the Term shall be extended automatically for a one year term, year to year, unless either of the following two conditions is met: (a) FNB or Quinn give written termination notice pursuant to Paragraph 6 hereof, or (b) FNB or Quinn agree to a mutually acceptable date on which to terminate this Agreement.


3. Compensation.


During the Term, FNB shall pay Quinn a salary (the "Compensation") and provide Quinn with life, health and disability insurance coverage, retirement benefits, vacations, bonuses, and other benefits (the "Benefits"), the amounts and nature of which shall be fixed by the Boards of Directors of the Corporation and the Bank from time to time and set forth on the attached Exhibit "A"; provided, however, that in no event shall Quinn's Compensation be less than one hundred percent (100%) of the Compensation set forth on Exhibit "A" and in no event shall Quinn's Benefits be less than or materially different from the Benefits he is to receive as of the date of this Agreement.


4. Position and Responsibilities.


(a) Position and Duties. Quinn shall be employed as the President of the Corporation and of the Bank, and except as set forth in this Agreement shall continue to serve as the President of the Corporation and of the Bank throughout the entire Term. In no event shall Quinn be employed by the Corporation or the Bank during any calendar year subsequent to 2003 at a lower position or rank or with substantially diminished authority or responsibilities, and any such diminution in position or authority shall be considered a breach of this Agreement. Quinn shall diligently, efficiently and effectively perform such duties as shall be reasonably 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 of a corporation or as are described in job descriptions reasonably established by the Board of Directors of the Corporation or the Bank for such offices. During the Term, Quinn shall devote substantially all of his time, attention, knowledge and skills to the business and interests of FNB. The foregoing sentence shall not be construed to prevent Quinn from making investments or participating in non-competing charitable or educational organizations, provided that he does not become engaged in any such activity to an extent which materially interferes with his ability to discharge his duties and responsibilities to FNB. Quinn shall at all times during the Term 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) Office and Support. FNB shall provide Quinn with an office, secretarial assistance and such other facilities and support services as shall be suitable to Quinn's position and responsibilities as set forth above and as may be necessary to enable Quinn to perform such duties effectively and efficiently.


(c) Location of Office. In connection with Quinn's employment by the Corporation and the Bank, Quinn shall maintain his office at the principal executive offices of FNB located at 9 North High Street, West Chester, Pennsylvania, 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. Termination.


(a) Death. If Quinn dies during his employment hereunder, his Compensation and Benefits hereunder shall terminate, and his bonus (if any) shall be prorated as of the last day of the month which is the third month after the month in which he dies.


(b) Disability. If Quinn shall become disabled (as determined by FNB's insurance carrier or a physician of its choice) during the Term, then from and after the date upon which it is determined that Quinn became disabled and until such time as Quinn 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 salary continuation policy covering Quinn which is maintained in force by FNB at the time such disability occurs. FNB shall maintain a disability insurance policy or a salary continuation policy covering Quinn during the entire Term, and FNB 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 Quinn at least thirty (30) days prior written notice thereof.


(c) For Cause. The Board of Directors of the Corporation or the Bank may terminate this Agreement at any time, "For Cause", if Quinn 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 material provision of this Agreement or substantially 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 Quinn's 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 Quinn written notice specifically identifyi ...