Exhibit 10.1
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT ("Agreement") made as of the
day of
, 2003, by and among Peoples First, Inc., a Pennsylvania
business corporation ("Peoples First"), The Peoples Bank of Oxford, a
Pennsylvania banking institution (the "Bank"), and
,
an individual (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee will initially be serving as
;
and
WHEREAS, Peoples First and the Bank consider the continued services of the
Employee to be in the best interest of Peoples First, the Bank, their affiliated
companies and the shareholders of Peoples First; and
WHEREAS, Peoples First and the Bank desire to induce the Employee to remain in
the employ of his/her then employer (whether it be Peoples First or any company
affiliated with Peoples First (the "Employer")) on an impartial and objective
basis in the event of a proposed transaction pursuant to which a Change in
Control (as defined in Section 2(c)) will occur, if completed.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
1.
TERM OF AGREEMENT AND RELATED MATTERS.
(A)
IN GENERAL.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERM OF THIS
AGREEMENT WILL BE FOR A PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND
ENDING ON DECEMBER 31, 2007; PROVIDED, HOWEVER, THAT THIS AGREEMENT WILL
AUTOMATICALLY BE RENEWED ON JANUARY 1, 2008 AND ON JANUARY 1 OF EACH SUBSEQUENT
YEAR (EACH AN "ANNUAL RENEWAL DATE") FOR A PERIOD OF ONE (1) ADDITIONAL YEAR
FROM THE APPLICABLE ANNUAL RENEWAL DATE UNLESS EITHER THE EXECUTIVE OR HIS/HER
EMPLOYER GIVES WRITTEN NOTICE OF NONRENEWAL OF THIS AGREEMENT TO THE OTHER AT
LEAST SIXTY (60) DAYS PRIOR TO AN ANNUAL RENEWAL DATE (IN WHICH CASE THIS
AGREEMENT WILL EXPIRE ON THE ANNUAL RENEWAL DATE IMMEDIATELY FOLLOWING SUCH
NOTICE).
(B)
TERMINATION FOR CAUSE.
NOTWITHSTANDING THE PROVISIONS OF SECTION 1(A),
THIS AGREEMENT WILL TERMINATE AUTOMATICALLY UPON TERMINATION FOR CAUSE OF THE
EMPLOYEE'S EMPLOYMENT BY HIS/HER EMPLOYER.
AS USED IN THIS AGREEMENT, THE TERM
"TERMINATION FOR CAUSE" MEANS:
(I)
PRIOR TO THE PUBLIC ANNOUNCEMENT OF A TRANSACTION INVOLVING AN ACTUAL OR
POTENTIAL CHANGE IN CONTROL, TERMINATION FOR ANY REASON; AND
(II)
CONCURRENT WITH OR FOLLOWING THE PUBLIC ANNOUNCEMENT OF A TRANSACTION
INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL, TERMINATION FOLLOWING (A)
EXCEPT IF ATTRIBUTABLE TO PHYSICAL OR MENTAL ILLNESS OR INJURY, THE WILLFUL
FAILURE OF THE EMPLOYEE TO PERFORM HIS/HER DUTIES, BUT ONLY AFTER WRITTEN
DEMAND, AND, IF THE TERMINATION IS BEFORE THE ACTUAL OCCURRENCE OF A CHANGE IN
CONTROL, ONLY AFTER A VOTE OF AT LEAST TWO-THIRDS OF PEOPLES FIRST'S DIRECTORS
THEN IN OFFICE, (B) THE COMMISSION OF ANY ACT OF DISHONESTY AGAINST PEOPLES
FIRST OR ANY COMPANY AFFILIATED WITH PEOPLES FIRST, OR AGAINST AN EMPLOYEE OR
CUSTOMER OF PEOPLES FIRST OR ANY SUCH AFFILIATE, (C) AN INTENTIONAL MATERIAL
VIOLATION BY THE EMPLOYEE OF ANY APPLICABLE CODE OF CONDUCT OR SIMILAR POLICY
APPLICABLE TO EMPLOYEES OF THE EMPLOYEE'S EMPLOYER, (D) THE CONVICTION OF THE
EMPLOYEE OF, OR PLEA