WOULD NOT GIVE THE EMPLOYEE THE RIGHT TO
TERMINATE EMPLOYMENT FOR GOOD REASON UNDER SECTION 2(A)(II), (III) OR (IV), AND
(II) DOES NOT REQUIRE AN EMPLOYMENT BACKGROUND AND SKILL SET MATERIALLY
DIFFERENT THAN REQUIRED FOR HIS/HER THEN POSITION.
2.
TERMINATION FOLLOWING A CHANGE IN CONTROL.
(A)
EVENTS GIVING RIGHT TO TERMINATE FOR GOOD REASON.
IF A PUBLIC ANNOUNCEMENT
OF A TRANSACTION INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL OCCURS AND,
CONCURRENTLY THEREWITH OR DURING A PERIOD OF EIGHTEEN (18) MONTHS THEREAFTER, AN
EVENT CONSTITUTING GOOD REASON ALSO OCCURS WITH RESPECT TO THE EMPLOYEE, HE/SHE
MAY TERMINATE HIS/HER EMPLOYMENT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2(B) AND, THEREUPON, WILL BECOME ENTITLED TO THE PAYMENTS DESCRIBED IN
SECTION 3.
AS USED IN THIS AGREEMENT, THE TERM "GOOD REASON" MEANS ANY OF THE
FOLLOWING EVENTS:
(I)
THE INVOLUNTARY TERMINATION OF THE EMPLOYEE'S EMPLOYMENT, OTHER THAN AN
INVOLUNTARY TERMINATION PERMITTED IN SECTIONS 1(B) AND (D);
(II)
A REDUCTION IN THE EMPLOYEE'S BASE COMPENSATION BELOW A LEVEL THAT WAS IN
EFFECT IMMEDIATELY PRIOR TO THE PUBLIC ANNOUNCEMENT;
(III)
THE FAILURE TO PROVIDE THE EMPLOYEE WITH A TOTAL COMPENSATION PACKAGE
(SALARY, WELFARE AND PENSION BENEFITS, STOCK OPTIONS AND A BONUS PLAN EVALUATED
ON THE BASIS OF BONUS POTENTIAL) REASONABLY COMPARABLE TO THE COMPENSATION
PACKAGE PROVIDED TO THE EMPLOYEE IMMEDIATELY PRIOR TO THE PUBLIC ANNOUNCEMENT;
(IV)
THE REASSIGNMENT OF THE EMPLOYEE TO A PRINCIPAL OFFICE WHICH IS MORE THAN
THIRTY-FIVE (35) MILES FROM HIS/HER PRIMARY RESIDENCE AS OF THE DATE OF THE
PUBLIC ANNOUNCEMENT; AND
(V)
ANY MATERIAL BREACH OF THIS AGREEMENT BY THE EMPLOYEE'S EMPLOYER AT THE
RELEVANT TIME, COUPLED WITH THE FAILURE TO CURE THE SAME WITHIN THIRTY (30) DAYS
AFTER RECEIPT OF WRITTEN NOTICE OF SUCH BREACH FROM THE EMPLOYEE.
(B)
NOTICE OF TERMINATION.
UPON THE OCCURRENCE OF AN EVENT OF GOOD REASON
SUBJECT TO SECTION 2(A), THE EMPLOYEE MAY, WITHIN NINETY (90) DAYS OF THE
OCCURRENCE OF ANY SUCH EVENT, RESIGN FROM EMPLOYMENT BY A NOTICE IN WRITING
("NOTICE OF TERMINATION") DELIVERED TO PEOPLES FIRST, WHEREUPON HE/SHE WILL
BECOME ENTITLED TO THE PAYMENTS AND BENEFITS DESCRIBED IN SECTION 3.
IN THE
CASE OF A TERMINATION DESCRIBED IN CLAUSE (I) OF SECTION 2(A), THE EMPLOYEE
SHALL CONFIRM HIS/HER INVOLUNTARY TERMINATION, IN WRITING, WITHIN NINETY (90)
DAYS OF THE DATE OF SUCH TERMINATION, AND SUCH CONFIRMATION WILL BE DEEMED A
NOTICE OF TERMINATION.
3
(C)
CHANGE IN CONTROL DEFINED.
AS USED IN THIS AGREEMENT, THE TERM "CHANGE IN
CONTROL" MEANS ANY OF THE FOLLOWING:
(I)
ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D)(2) OF THE
SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT")), OTHER THAN PEOPLES FIRST,
A SUBSIDIARY OF PEOPLES FIRST, OR AN EMPLOYEE BENEFIT PLAN OF PEOPLES FIRST OR A
SUBSIDIARY OF PEOPLES FIRST (INCLUDING A RELATED TRUST), BECOMES THE BENEFICIAL
OWNER (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY OF SECURITIES OF PEOPLES FIRST REPRESENTING MORE THAN 19.9% OF
(A) THE COMBINED VOTING POWER OF PEOPLES FIRST'S THEN OUTSTANDING STOCK