CHANGE OF CONTROL, NON-COMPETE AND
THIS CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE
AGREEMENT (the “Agreement”) is made as of this 10th day of August, 2009, by and between 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 the “Bank”) and Sheryl S. Vittitoe of 374 Wellington
Terrace, Jenkintown, PA 19046 (hereinafter referred to as “Executive”).
WHEREAS, the Bank desires to employ Executive as Chief Financial Officer (“Officer”) and to
offer Executive certain benefits in connection with such employment;
WHEREAS, Executive is desirous of securing such employment and such benefits set forth
WHEREAS, in consideration of the receipt of such benefits, Executive is willing to be bound by
certain non-compete and non-disclosure obligations as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements
hereinafter set forth, the parties, intending to be legally bound hereby agree as follows:
1) TERM OF AGREEMENT .
This Agreement is effective as of the latest to occur of the following dates: (a) the date this
Agreement is executed and delivered by both Executive and the Bank, (b) the date on which Executive’s
employment as Officer commences, or (c) the date set forth above. This Agreement will continue in effect as
long as Executive is actively employed by the Bank, unless Executive and the Bank agree in writing to termination
of this Agreement.
2) TERMINATION COMPENSATION .
If Executive’s employment with the Bank is terminated without “Cause” (as defined in Section 6)
at any time within two years following a “Change of Control” (as defined in Section 4), Executive