Exhibit 10.29


 


AGREEMENT
AND GENERAL RELEASE


 


THIS SEVERANCE AGREEMENT
AND GENERAL RELEASE (“Agreement”) is made and entered into this 19th day of November 2008
by and between First National Bank of Chester County (the “Bank”) and Deborah
R. Pierce (“Employee”).


 


WHEREAS, the Bank has
restructured its operations and as a result thereof, the Employee’s position
has been eliminated; and


 


WHEREAS, the Bank and
Employee desire to resolve and settle all issues, existing as of the date of
execution of this Agreement, whether arising from any aspect of Employee’s
employment or separation from employment with the Bank, or otherwise;


 


NOW, THEREFORE, in
consideration of the covenants and mutual promises and agreements contained
herein, and other valuable consideration, the receipt of which hereby is
acknowledged, it is agreed as follows:


 


1.                                       Termination
Date.  Employee shall be
separated from employment effective October 29, 2008, which shall be
considered the termination date (“Termination Date”).


 


2.                                       Severance.  Employee will receive total severance pay
equivalent to twelve (12) months of base salary, (which shall include auto
allowance) as reduced by applicable taxes commencing on October 30, 2008
and terminating October 29, 2009. 
Payment of the severance shall be made at normal payroll periods.


 


3.                                       Benefits.  In the event the Employee elects to continue
medical coverage under COBRA, the Bank will pay the Employee’s share of the
COBRA premiums for a period not to exceed twelve (12) months from the
Termination Date for the Employee and her spouse, provided that Employee pays
applicable employee co-pays and has not obtained comparable


 

















 


medical
coverage elsewhere.  Medical care
coverage shall cease in the event Employee obtains other coverage.


 


4.                                       By December 31,
2008, the Employee shall be paid the sum of $9,317.28 as cash equivalent
payment for 2008 401(K) Profit Sharing Plan.


 


5.                                       Outplacement.  The Bank will pay for outplacement services
for the Employee, directly to a firm selected by the Employee in an amount not
to exceed fourteen thousand dollars ($14,000).


 


6.                                       PTO.  Employee will also receive pay for accrued
and unused PTO (“Paid Time Off”).


 


7.                                       Bonus.  Although the Bank does not intend to pay a
2008 Executive Annual Bonus, in the event it does, it will pay Employee a pro
rata share of that bonus for 2008 up to and including the date of her
termination October 29, 2008.


 


8.                                       The Bank
will pay Employee the amount of $12,650 as reduced by applicable taxes,
representing the 2007 LTIP by December 31, 2008


 


9.                                       Except as
specifically set forth herein, the Employee is not entitled to any further
compensation or benefits from the Bank except for those benefits governed by
other documents or plans such as the SBRP and continuation of certain life
insurance policies and other benefits to the extent those plans may allow but
in no event shall the Bank be responsible for any further contributions or
payment of premiums.  The Bank will not
oppose Employee’s application for Pennsylvania Unemployment Compensation
benefits.


 


10.                                 Non-Disparagement.  The Employee agrees that she will not make or
cause to be made any statements that disparage or inimical to or damage the
reputation of the Bank or any of its past or present affiliates, subsidiaries,
agents, officers, directors, or employees. 
In the event


 


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such
a communication is made to anyone, including but not limited to media, public
interest groups and publishing companies, it will be considered a material
breach of the terms of this Agreement and the Bank will be permitted to pursue
any and all remedies at law and equity.


 


11.                                 Return of
Property.  The Employee agrees
that she has returned all property of the Bank, including, but not limited to,
her Bank-owned credit card, all Bank files, all keys including those to
Bank-owned real estate and property.


 


12.                                 Costs and
Expenses.  The Bank and
Employee acknowledge, understand and agree that each party shall bear her or
its own costs, attorneys’ fees and expenses.


 


13.                                 Acknowledgement.  The Bank and Employee understand, represent
and warrant that this Agreement is a full and final compromise of any existing
claims and not an admission of wrongdoing or liability by or on the part of the
Bank.


 


14.                                 General
Release.  In consideration of
the undertakings provided for in Paragraph 2, 3,4,5 and 8 herein, the
sufficiency of which is hereby acknowledged and to which Employee is not
otherwise entitled, Employee, on behalf of herself and her heirs, estates,
executors, administrators, successors and assigns, does hereby fully, finally
and unconditionally release and forever discharge the Bank, its former, current
and future shareholders, directors, officers, parent company, subsidiaries,
affiliates, agents, employees, representatives, successors and assigns, whether
acting in their individual or official capacities, from any and all claims,
demands, losses, liabilities, and causes of action of any nature or kind
whatsoever related to Employee’s employment by the Bank, known or unknown,
suspected or unsuspected, which arose or accrued on or before the effective
date of the Agreement, including, but not limited to, any claims under any
federal, state or local laws and regulations and any common law prohibiting
pregnancy, sex, race, age, religion, national origin, disability, handicap,
citizenship,


 


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or
marital status discrimination or any other form of discrimination or claims
under any other employment statute or law, claims for attorneys’ fees, and any
claims whatsoever under any other federal, state, and local laws or regulations
or common law arising out of any legal restrictions on an employer’s right to
terminate its employees or in any way governing the employment relationship,
including, but not limited to, claims arising under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, the Employee Retirement Income
Security Act of 1974, as amended, the Age Discrimination in Employment Act of
1967, as amended, Title VII of the Civil Rights Act of 1964 and 1991, as
amended, the Equal Pay Act, the Americans With Disabilities Act, the Family and
Medical Leave Act, the Fair Labor Standards Act, as amended, the Pennsylvania
Human Relations Act, the Pennsylvania Wage Payment and Collection Law, and
those based on contract, implied-in-fact contract, or tort law, relating to
Employee’s employment by the Bank.


 


15.                                 Confidentiality.  The existence of this Agreement and its terms
are to be held in strict confidence by the Bank and Employee.  Disclosure by Employee shall be limited to
immediate family and to persons representing or advising her for accounting,
tax, business or legal purposes or as otherwise required by law, and shall be
further limited to financial matters. 
Employee further agrees not to disclose confidential information about
the operations of the Bank to anyone.


 


16.                                 Confidential
Information. 
The Employee acknowledges that, in connection with her employment at the
Bank, she obtained knowledge about confidential and proprietary information of
the Bank, including but not limited to privileged and confidential matters
relating to the Bank’s legal matters, lists of customers, technical information
about Bank products, and strategic plans of the Bank’s business (hereinafter
the “Information”).  Employee agrees not
to


 


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use,
publish or otherwise disclose any information to others, including but not
limited to a subsequent employer or competitor of the Bank, either prior to or
following the Effective Date.  If the
Employee has any question regarding what data or information would be
considered by the Bank to be information subject to this provision, the
Employee agrees to contact the President of the Bank in writing for
clarification.


 


17.                                 Employee
Representations. 
Employee makes the following additional representations to the Bank,
each of which is significant and an important consideration for the Bank’s
willingness to enter into the Agreement:


 


i.                                          Employee
expressly acknowledges that if she did not execute the Agreement, she would not
be entitled to receive the money and benefits set forth in paragraphs 2 and 3.


 


ii.                                       Employee
acknowledges that she has been given a full and fair opportunity to review the
Agreement, the Bank specifically recommended that Employee consult with an
attorney before executing the Agreement, and she has been allowed up to
twenty-one (21) days to consider whether to accept the Agreement.


 


iii.                                    Employee
understands that she may change her mind and revoke the Agreement at any time
during the seven (7) days immediately following the date she signs the
Agreement, provided she does so in writing, in which case none of the
provisions of the Agreement will have any effect.  Employee understands that she will not be entitled
to receive any payment under the Agreement until the seven (7) day
revocation period has expired without revocation of the Agreement.


 


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18.                                 Governing
Law.  This Agreement
shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania and any applicable federal laws, without regard to
choice of law provisions.


 


19.                                 Severability
of Provisions. 
If any term or provision of this Agreement shall be held to be invalid
or unenforceable for any reason, such term or provision shall be ineffective to
the extent of such invalidity or unenforceability without invalidating the
remaining terms of provisions hereof, and such term or provision shall be
deemed modified to the extent necessary to make it enforceable.


 


20.                                 Revocation.  If Employee elects to revoke her acceptance
of this Agreement, she will do so by letter within seven (7) days after
executing this Agreement, and ensure that the letter of revocation is received
within eight (8) days of her executing this Agreement:


 


Such a letter shall
advise that Employee has elected to revoke her acceptance of this Agreement,
and sent to James F. Kilcur, Esquire at Saul Ewing LLP, 1500 Market Street, 38th Floor, Centre Square West, Philadelphia, PA
19102.


 


21.                                 Entire
Agreement.  This is the entire
agreement between the parties and any amendment to, modification of, or
supplement to this Agreement must be in writing and signed by each party or an
expressly authorized representative.


 


22.                                 Successors
and Assigns. 
This Agreement shall extend to, be binding upon, and inure to the
benefit of the Bank, its successors and assigns and to the Employee’s
heirs.  This Agreement and the payments
hereunder cannot be assigned by the Employee except to her caretaker(s) or
to her designated power of attorney holder in case of Employee’s disability.


 


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23.                               Notices/Requests.  Any notice or request under this Agreement
shall be in writing and sent to the other party via overnight courier service
or U.S. Postal Service certified mail with return receipt, addressed as
follows:


 


a.                                       If to
Employee:


 


Deborah R. Pierce, Esq.


156 Old Kennett Road, P.O. Box
996


Kennett Square, PA  19348


 


b.                                      If to the
Bank:


 


Mr. Kevin C. Quinn


President


First National Bank of
Chester County


887 South Matlack Street


West Chester, PA  19382


 


IN WITNESS WHEREOF, the
Bank and Employee have executed this Agreement on the date and year set forth
above.


 


THIS IS A
WAIVER AND RELEASE OF CLAIMS.  YOU ARE
ADVISED TO CONSULT WITH LEGAL COUNSEL AND READ THIS DOCUMENT PRIOR TO SIGNING.


 


	
  Employee

  	
   

  	
  First National Bank of Chester County

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Deborah R. Pierce

  	
   

  	
  /s/ Kevin C. Quinn

  
	
   

  	
  Deborah R. Pierce

  	
   

  	
            Kevin
  C. Quinn, President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: November 19, 2008

  	
   

  	
  Date: November 21, 2008

  



 


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