Exhibit 10.30


 


FIRST CHESTER COUNTY CORPORATION


 


 


AMENDED AND RESTATED


EXECUTIVE INCENTIVE PLANS


 


ANNUAL INCENTIVE PLAN


 


LONG TERM INCENTIVE PLAN


 


 


Amended and Restated June 2008


 

















 


FIRST CHESTER COUNTY CORPORATION


EXECUTIVE INCENTIVE PLAN


ANNUAL INCENTIVE AND LONG TERM INCENTIVE
PLANS


 


ARTICLE I – Introduction


 


A vital component of the success of First Chester County Corporation (“Corporation”)
is the ability of the executive management team to meet and achieve performance
objectives consistent with the strategic objectives of the Corporation and the
best interests of its shareholders.  The
ability to grow and manage the Corporation in a positive manner is critical to
the Corporation’s future success.  This
Executive Incentive Plan (“Plan”), which includes both an Annual Incentive Plan
and a Long Term Incentive Plan, has been developed as a meaningful compensation
tool to encourage the growth and proper management of the Corporation.  The major purposes of the Plan are:


 


·                  To motivate and reward executives for
positive performance of the Corporation on an annual basis;


 


·                  To provide additional compensation to
executives that is directly linked to their individual and collective
performance; and


 


·                  To emphasize the long term growth and
profitability of the Corporation.


 


The focus of this Plan is to provide an incentive for the executive
team to achieve annual and longer term performance objectives that are
coordinated with the objectives of the Corporation.


 


ARTICLE II – Definitions


 


2.1                                 The following
definitions shall be used in this Plan:


 


“Board of Directors” means the Board of
Directors of the Corporation.


 


“CEO” means the chief executive officer of
the Corporation, as appointed by the Board of Directors.


 

















 


“Change in Ownership or Effective Control”
has the meaning provided in regulations issued pursuant to Section 409A of
the Code.


 


“Code” means the Internal Revenue Code of
1986, as amended from time to time.


 


“Corporation” means First Chester County
Corporation.


 


“Disability” means that a person is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve months.  Disability shall be
determined by the Board of Directors in consultation with the medical experts
it selects.


 


The “Effective Date” of the Plan is January 1,
2006.


 


“Employee” means any individual regularly
employed by the Corporation.


 


“Participant” means an Employee chosen to
participate in this Plan pursuant to the terms of Article III.


 


“Plan” means the First Chester County
Corporation Executive Incentive Plan, as set forth in this document, and any
amendments adopted by the Board of Directors. 
The Plan includes within it two types of incentive arrangements — the
Annual Incentive Plan and the Long Term Incentive Plan.


 


“Plan Year” means the calendar year.


 


“President” means the President of the
Corporation, as appointed by the Board of Directors.


 


“Retirement” means that a person has retired
from regular employment with the Corporation following either (i) a
minimum of ten (10) years of service and attainment of sixty (60) years of
age or (ii) a minimum of five (5) years of service and attainment of
sixty-five (65) years of age.


 


2

















 


ARTICLE III – Participation


 


3.1                                 (a)                                  Participation
in the Plan will be determined at the beginning of each Plan Year by the CEO
and the President, and will be approved by the Board of Directors.  To participate, an Employee must be a regular
employee of the Corporation with on-going responsibilities that are executive
in nature and that have a meaningful impact on the Corporation’s results.  Participation in the Plan by the CEO and the
President will be approved annually by the Board of Directors.  Generally, Participants will include officers
at the Senior Vice President level and above.


 


1.                                       Exhibit A will list Participants each
year in the Annual Incentive Plan and Exhibit C, the Participants in the
Long Term Incentive Plan.  Those exhibits
may include multiple levels of participation. 
These levels will generally be based upon position responsibility.


 


2.                                       An Employee may become a new Participant
during the Plan Year if newly hired.  Any
awards will be pro-rated for the portion of the year in which participation
occurs, unless otherwise approved by the Board. 
The CEO and the President will make the final determination (with Board
approval) of new participation during the Plan Year for any position other than
that of CEO or President.  The Board of
Directors will decide on the participation of any new CEO or President.


 


3.                                       A Participant’s eligibility will cease at the
termination of employment (other than retirement, death or disability) and the
Participant will not receive any awards under the Plan for the Plan Year of
employment termination.  Termination as a
result of retirement, death or disability will result in pro-rated awards under
the Plan through the last working date for the Plan Year in which termination
occurred, or, in the case of multi-year awards, as otherwise determined by the
Board of Directors.


 


3

















 


ARTICLE IV – Performance Factors under the
Annual Incentive Plan


 


4.1                                 (a)                                  The Annual
Incentive benefits provided under the Plan are based upon the Corporation’s
financial performance factors, which may be amended as provided in Section 7.2.  In general, these factors will be measures
such as return on assets, return on equity, net income, earnings per share or
similar indicators.  The factors and
weighing of the factors are determined at the beginning of each Plan Year.  Each factor has quantifiable objectives
consisting of threshold, target and optimum goals.  Additionally, a portion of each Participant’s
award may be based on unit, team, functional area, and individual performance
objectives that are determined by management at the beginning of each Plan
Year.  Generally, the CEO and President
will have most or all of their performance based on the Corporation’s overall
performance, and other Participants will have a proportionately greater level
of their award based on individual performance or the performance of an area of
responsibility.


 


(b)                                 The Corporation’s performance factors for
each year’s Annual Incentive awards under the Plan will be set forth in Exhibit B,
which may be changed from time to time. 
Individual Participant objectives will be established after discussion
between the Participant and the Participant’s manager (usually the CEO or
President).


 


ARTICLE V – Award Calculation and
Distribution under the Annual Incentive Plan


 


5.1                                 Awards under
the Plan are calculated according to determination of the established
performance factors at the end of each Plan Year.  The Corporation’s performance between the
threshold and target, and between the target and optimum will be
interpolated.  Unit, team, and functional
area performance, if applicable, is determined by the CEO and the President.  Individual performance is determined by each
Participant’s manager, as approved by the CEO and the President.  An individual Participant’s performance that
does not meet the position’s requirements (an annual performance evaluation
that is less than satisfactory) will result in no award granted to that
Participant for that Plan Year even though the Corporation’s performance is
above threshold.  If


 


4

















 


the
Corporation’s performance is below the threshold, no award (including no
individual award) will be granted under the Annual Incentive portion of the
Plan for that Plan Year.


 


5.2                                 Annual awards
are paid in cash less required income tax withholding.  Payment will be within two and a half months
after the end of the Plan Year.  Any
Participant terminating employment (except by retirement, death, or disability)
prior to the actual payment of the award will forfeit that award.  The award schedule for each Plan Year is
found with the performance factors in Exhibit B, as changed from time to
time.


 


ARTICLE VI – Long Term Incentive Provisions


 


6.1                                 The
Participants in the Long Term Incentive portion of the Plan will be chosen from
time to time  by the CEO and the
President, subject to the approval of the Board of Directors.  The participation of the CEO and the
President will be determined each year by the Board of Directors.


 


6.2                                 The Employees
chosen to participate will be listed on Exhibit C, which may be changed
from time to time.


 


6.3                                 The Long Term
Incentive portion of the Plan will consist of restricted stock grants, under
the following terms:


 


(a)                                  Grants will be
made within two and a half months after the end of the Plan year, following
specific approval by the Board of Directors (or a committee thereof) based upon
the performance for the prior year.


 


(b)                                 The amount of
each grant shall be determined as follows: 
Participants shall be divided into categories as determined by the CEO
and the President, subject to the approval of the Board of Directors (and, in
the case of the CEO and President, as determined by the Board of
Directors).  Each category shall have a
different range of grant sizes.  The
lowest level of grant will be the threshold, the middle level the target, and
the highest level the optimum.  The
number of shares in each level of each category will be set forth in Exhibit C,
which may be changed each year.


 


5

















 


(c)                                  The
determination of which level of grant will be made will be determined by the
Corporation’s net income for each year, and based on the Corporation’s overall
Annual Incentive Plan for that year.


 


(d)                                 The shares
granted pursuant to the prior subparagraph will vest at the rate determined by
the Board of Directors at the time each grant is approved.  Vesting may occur at different rates for
grants made in different years.  It shall
be a condition of vesting that the Participant has been continuously employed
by the Corporation subsequent to the grant and is actively employed on each
vesting date.  Vesting will be
accelerated to 100% in the event the Participant retires, dies or becomes
disabled (at the pro-rated amount determined in accordance with Section 3.1(a)(3)),
and also upon a Change in Ownership or Effective Control of the Corporation (at
the maximum award level, unless otherwise provided in an individual award
agreement).


 


(e)                                  Dividends on
the shares granted will be paid to the Participant without regard to vested
status.


 


ARTICLE VII – Administration


 


7.1                                 The Board of
Directors may amend or terminate the Plan at any time and in any respect.  This includes the right to terminate the
participation of any or all Participants under the Plan during the Plan Year
with respect to that Plan Year or to amend the amount of the awards which may
be granted under the Plan with respect to any Plan Year at any time prior to
the final determination and approval of any such grants.


 


7.2                                 Participation,
performance factors, thresholds, targets and any other participation features
may change from time to time, according to the performance of the Corporation
and the strategic objectives of the Corporation, at the discretion of the Board
of Directors.  Any adjustments to the
financial performance results used in this Plan because of extraordinary gains
or losses or other items must be approved by the Board of Directors.


 


6

















 


7.3                                 The Plan does
not constitute a contract of employment, and participation in the Plan does not
give any Employee the right to be retained in the service of the Corporation or
any right or claim to an award under the Plan.


 


7.4                                 Any right of a
Participant or his or her beneficiary to the payment of an award under this
Plan may not be assigned, transferred, pledged or encumbered.


 


7.5                                 In the event
that a Participant dies, his benefits payable under the Plan will be paid as
soon as practicable to the beneficiaries chosen by the Participant or, if none
are chosen, to the beneficiaries selected pursuant to the Corporation’s
retirement plans.


 


7.6                                 This Plan will
be administered and interpreted in accordance with the laws of the Commonwealth
of Pennsylvania.


 


	
  FIRST CHESTER COUNTY
  CORPORATION

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  
	
  Date:

  



 


7

















 


Exhibit A
– Participation


Plan
Year 2008


 


(Participating employees and their participant categories should be
listed at the beginning of each year and adjusted for changes in participation
throughout the year.)


 


	
  Category 1 –

  	
   

  	
  John A.
  Featherman, III - Chief Executive Officer

  
	
   

  	
   

  	
  Kevin C.
  Quinn – President

  
	
   

  	
   

  	
   

  
	
  Category 2 –

  	
   

  	
  Sheri Ashman
  – Executive Office of Marketing

  
	
   

  	
   

  	
  John E.
  Balzarini – Chief Financial Officer

  
	
   

  	
   

  	
  Clay Henry –
  Executive Officer Trust & Investment Services

  
	
   

  	
   

  	
  Deborah R.
  Pierce – Executive Officer of Human Resources and Administration

  
	
   

  	
   

  	
  Anthony J.
  Poluch – Executive Officer of Business Development

  
	
   

  	
   

  	
  Michelle E.
  Venema – Executive Officer of Business Banking

  
	
   

  	
   

  	
  Karen D.
  Walter – Executive Officer of Retail Banking

  
	
   

  	
   

  	
   

  
	
  Category 3 –

  	
   

  	
  Linda Hicks –
  Chief Fiduciary Officer

  
	
   

  	
   

  	
  Tom Imler –
  Senior Trust Business Development Manager

  
	
   

  	
   

  	
  Richard W.
  Kaufmann – Credit Policy Officer

  
	
   

  	
   

  	
  Lynn Mander –
  Chief Investment Officer

  
	
   

  	
   

  	
  Richard D.
  McMullen – Senior Mgr. Retail Lending

  
	
   

  	
   

  	
  Donna J.
  Steigerwalt – Branch Administrator

  
	
   

  	
   

  	
  Michael T.
  Steinberger – Senior Commercial Real Estate Loan Officer

  
	
   

  	
   

  	
  Andrew H.
  Stump – Senior Commercial Loan Officer

  
	
   

  	
   

  	
  Patricia A.
  Travaglini – Senior Residential Mortgage Loan Officer

  



 


A-1














 


First Chester County Corporation


EXECUTIVE
ANNUAL INCENTIVE PLAN


EXHIBIT
B – BANK PERFORMANCE FACTORS AND AWARD SCHEDULE


PLAN
YEAR 2008


 


Category 1 – CEO and President Positions


 


COMPANY GOALS


Performance Measures


Net Income (50%)


 


	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  $

  	
  7,723,000

  	
   

  	
  $

  	
  8,129,000

  	
   

  	
  $

  	
  8,373,000

  	
   

  	
  $

  	
  8,698,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Return
  on Average Equity (50%)

  
	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  10.84

  	
  %

  	
  11.38

  	
  %

  	
  11.70

  	
  %

  	
  12.12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AWARDS

  (% of Base Pay)

  
	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  8

  	
  %

  	
  20

  	
  %

  	
  30

  	
  %

  	
  40

  	
  %

  
												



 


Parameters


1.               Company
measures will be 50% Net Income and 50% ROAE.


2.               Both
Financial Measures must meet threshold to initiate an award in the plan.


3.               Will
interpolate awards between threshold, budget target, stretch target and
optimum.


4.               Will
pay for performance above optimum at a scale of one-half the increase between
target and optimum.


5.               Pay
is defined as total base pay for the applicable plan year.


 


B-1

















 


Category
2 – EVP Positions


 


COMPANY GOALS


Performance Measures


Net Income (50%)


 


	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  $

  	
  7,723,000

  	
   

  	
  $

  	
  8,129,000

  	
   

  	
  $

  	
  8,373,000

  	
   

  	
  $

  	
  8,698,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Return
  on Average Equity (50%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  10.84

  	
  %

  	
  11.38

  	
  %

  	
  11.70

  	
  %

  	
  12.12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPANY
  GOAL AWARD

  (% of Base Pay)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  4

  	
  %

  	
  8

  	
  %

  	
  16

  	
  %

  	
  20

  	
  %

  
												



 


FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD

(% of Base Pay)


 


	
  Minimum Performance

  	
   

  	
  Meets Goals/Target

  	
   

  	
  Exceptional Performance

  	
   

  
	
  1

  	
  %

  	
  4

  	
  %

  	
  10

  	
  %

  



 


TOTAL AWARDS

(ASSUMING INDIVIDUAL PERFORMANCE “MEETS GOALS”)(% of Base Pay)


 


	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  8

  	
  %

  	
  12

  	
  %

  	
  20

  	
  %

  	
  24

  	
  %

  



 


Parameters


1.               Company
measures will be 50% Net Income and 50% ROAE.


2.               Both
Financial Measures must meet threshold and Individual Performance must meet
Minimum Performance to initiate an award in the plan.


3.               Will
interpolate between threshold, budget target, stretch target and optimum.


4.               Will
pay for performance above optimum at a scale of one-half the increase between
target and optimum.


5.               Pay
is defined as total base pay for the applicable plan year.


6.               Functional
area/individual goals will be established at the beginning of each year.


 


B-2

















 


Category
3 – SVP Positions


 


COMPANY GOALS


Performance Measures


Net Income (50%)


 


	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  $

  	
  7,723,000

  	
   

  	
  $

  	
  8,129,000

  	
   

  	
  $

  	
  8,373,000

  	
   

  	
  $

  	
  8,698,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Return
  on Average Equity (50%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  10.84

  	
  %

  	
  11.38

  	
  %

  	
  11.70

  	
  %

  	
  12.12

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPANY
  GOAL AWARD

  (% of Base Pay)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  2

  	
  %

  	
  4

  	
  %

  	
  8

  	
  %

  	
  12

  	
  %

  
												



 


FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD

(% of Base Pay)


 


	
  Minimum Performance

  	
   

  	
  Meets Goals/Target

  	
   

  	
  Exceptional Performance

  	
   

  
	
  2

  	
  %

  	
  4

  	
  %

  	
  8

  	
  %

  



 


TOTAL AWARDS

(ASSUMING INDIVIDUAL PERFORMANCE “MEETS GOALS”)

(% of Base Pay)


 


	
  Threshold

  	
   

  	
  Budget Target

  	
   

  	
  Stretch Target

  	
   

  	
  Optimum

  	
   

  
	
  6

  	
  %

  	
  8

  	
  %

  	
  12

  	
  %

  	
  16

  	
  %

  



 


Parameters


1.               Company
measures will be 50% Net Income and 50% ROAE.


2.               Both
Financial Measures must meet threshold and Individual Performance must meet
Minimum Performance to initiate an award in the plan.


3.               Will
interpolate between threshold, budget target, stretch target and optimum.


4.               Will
pay for performance above optimum at a scale of one-half the increase between
target and optimum.


5.               Pay
is defined as total base pay for the applicable plan year.


6.               Functional
area/individual goals will be established at the beginning of each year.


 


B-3

















 


First Chester County Corporation


EXECUTIVE
ANNUAL INCENTIVE PLAN


First
Chester County Corporation


Exhibit C
– Long Term Incentive Plan


Plan
Year 2008


 


2008 GRANT PARAMETERS – RECOMMENDED


 


Following are the parameters for the 2008 restricted stock grant for
executives at First Chester County Corporation:


 


I.              Participants/Categories


 


	
  Category 1

  	
   

  	
  John A. Featherman

  Kevin C. Quinn

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Category 2

  	
   

  	
  Sheri Ashman

  John E. Balzarini

  Clay Henry

  Deborah R. Pierce

  Anthony J. Poluch

  Michelle E. Venema

  Karen D. Walter

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Category 3

  	
   

  	
  Linda M. Hicks

  Thomas A. Imler

  Richard W. Kaufmann

  Lynn Mander

  Richard D. McMullen

  Donna J. Steigerwalt

  Michael T. Steinberger

  Andrew H. Stump

  Patricia A. Travaglini

  	
   

  



 


II.                                     Grant
Date:  TBD in accordance with action of
the Personnel and Compensation Committee


 


III.                                 Grant
Size


 


	
   

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  ·   Category 1

  	
   

  	
  1,500

  	
   

  	
  3,000

  	
   

  	
  4,500 shares

  	
   

  
	
  ·   Category 2

  	
   

  	
  750

  	
   

  	
  1,500

  	
   

  	
  2,250 shares

  	
   

  
	
  ·   Category 3

  	
   

  	
  325

  	
   

  	
  650

  	
   

  	
  975 shares

  	
   

  



 


 Numbers of shares will not be
interpolated between points for performance between points.


 


C-1

















 


IV.                                Restrictions


 


A.                                   Performance
– size of grant to be determined by company Earnings Per Share and Efficiency
Ratio performance for 2010 – threshold, target, and maximum are outlined below


 


To be measured in 2011 based upon
performance for the year ending 12/31/10


 


	
   

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  EPS (60%)

  	
   

  	
  $1.63 (3%)

  	
   

  	
  $1.72 (5%)

  	
   

  	
  $1.82 (7%)

  	
   

  
	
  Efficiency Ratio (40%)

  	
   

  	
  71%

  	
   

  	
  70%

  	
   

  	
  68%

  	
   

  



 


At least one performance measure threshold
must be met for an award to be paid.  EPS
is weighted 60% of award and Efficiency Ratio is weighted 40%.


 


B.                                     Vesting
– the shares will vest on the third anniversary of date of grant as approved by
the Board of Directors, subject to Participant’s continued employment as
provided in Plan (assuming threshold performance is met)


 


V.                                    Expense/Taxation


A.                                   Fair market value
will be expensed on pro rata basis over remainder of vesting period, when
deemed that an award will be paid, according to accounting practices


B.                                     Participant –
ordinary income at fair market value as restrictions are met/vested; participant
responsible for payment of tax withholding due upon vesting


 


VI.                                Dividends


·                  Paid
immediately from date of grant on all shares awarded, including shares granted
but not vested; taxable as ordinary income


 


VII.                            Change
of Control, Retirement, Death, Disability


·                  Accelerate
vesting of shares at Change of Control


·                  Possible
acceleration of vesting at Retirement, Death & Disability – determined
by Personnel & Compensation Committee


 


C-2