MAIN STREET BANCORP INC
EMPLOYMENT AGREEMENT FOR ANDREW J. ROTHERMEL
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>w46444ex10-4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR ANDREW J. ROTHERMEL
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.4


                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT ("Agreement") made as of the 1st day of November, 2000,
between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"),
MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and ANDREW J.
ROTHERMEL, an individual (the "Executive").

                                   WITNESSETH:

         WHEREAS, Main, the Bank and the Executive desire to enter into an
Agreement regarding, among other things, the employment of the Executive by Main
and the Bank, all as hereinafter set forth.

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:

         1. Employment. Main and the Bank each hereby employ the Executive, and
the Executive hereby accepts employment with Main and the Bank, on the terms and
conditions set forth in this Agreement.

         2. Duties of Employee. The Executive will perform and discharge well
and faithfully such duties as an executive officer of Main and the Bank as may
be assigned to him from time to time by the Board of Directors of Main or the
Bank, or the Executive committee of such Boards. The Executive will be employed
as Executive Vice President, Secretary, and General Counsel of Main and the
Bank, and will hold such other titles as may be given to him from time to time
by the Board of Directors of Main and the Bank, or the Executive Committee of
such Boards. The Executive will devote his full time, attention and energies to
the business of Main and the Bank and will not, during the Employment Period (as
defined in Section 3), be employed or involved in any other business activity,
whether or not such activity is pursued for gain, profit or other pecuniary
advantage; provided, however, that this section will not be construed as
preventing the Executive from (a) passively investing his personal assets, (b)
acting as a member of the Board of Directors of Main, the Bank, or with
pre-approval of the Chairman of Main, any other corporation not in competition
with either, or (c) being involved in any community, civic or similar activity
serving as a member of a Board of Directors, Trustee or otherwise.

         3. Term of Employment. The Executive's employment under this Agreement
will be for a period (the "Employment Period") commencing upon the date of this
Agreement and ending at the end of the term of this Agreement pursuant to
Section 17, unless the Executive's employment is sooner terminated in accordance
with Section 5 or one of the following provisions:




                  (a) Termination for Cause. The Executive's employment under
         this Agreement may be terminated at any time during the Employment
         Period for "Cause" (as herein defined), by action of the Board of
         Directors of Main or the Bank, or the Executive Committee of such
         Boards, upon giving written notice of such termination to the
         Executive. As used in this Agreement, "Cause" means any of the
         following events:

                           (i) the Executive is convicted of or enters a plea of
                  guilty or nolo contendere to a felony, a crime of falsehood,
                  or a crime involving fraud or moral turpitude, or the actual
                  incarceration of the Executive for a period of five (5)
                  consecutive days;


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                           (ii) the Executive, in the reasonable opinion of the
                  Board of Directors of Main or the Bank, willfully fails or
                  continuously neglects, to perform the responsibilities and
                  duties assigned to him following receipt of two (2) written
                  warnings at least thirty (30) days apart from the Board of
                  Directors of Main or the Bank (excluding however, failure to
                  perform due to Executive's incapacity because of physical or
                  mental illness);

                           (iii) the Executive has, in the reasonable opinion of
                  the Board of Directors of Main or the Bank, engaged in gross
                  misconduct or gross negligence in the course of his employment
                  with Main;

                           (iv) a government regulatory agency recommends or
                  orders in writing that the Bank terminate the employment of
                  the Executive with the Bank or relieve him of his duties as
                  such relate to the Bank; or

                           (v) the Executive has, in the reasonable opinion of
                  the Board of Directors, committed an intentional act of fraud,
                  embezzlement or theft in connection with the Executive's
                  duties in the course of his employment;

                           (vi) the Executive has, in the reasonable opinion of
                  the Board of Directors, caused intentional damage to property
                  of Main or has intentionally and wrongfully disclosed
                  Confidential Information.

         If the Executive's employment is terminated under the provisions of
         this subsection, then all rights of the Executive under Section 4 will
         cease as of the effective date of such termination. For purposes of
         this Section 3(a), any notice delivered by the Chief Executive Officer
         of Main or Bank shall be deemed to be delivered by the Board of
         Directors of Main or Bank.

                  (b) Termination Without Cause. The Executive's employment
         under this Agreement may be terminated at any time during the
         Employment Period without "Cause" (as defined in Section 3 (a)), by
         action of the Board of Directors of Main or the Bank, upon giving
         notice of such termination of the Executive at least thirty (30) days
         prior to the date upon which such termination is to take effect. If the
         Executive's employment is terminated under the provisions of this
         subsection, then the Executive will be entitled to receive the
         compensation set forth in Section 6.

                  (c) Voluntary Termination, Retirement or Death. If the
         Executive voluntarily terminates employment without Good Reason (as
         defined in Section 5), retires or dies, the Executive's employment
         under this Agreement will be deemed terminated as of the date of the
         Executive's voluntary termination, retirement or death, and all rights
         of the Executive under Section 4 will cease as of the date of such
         termination and any benefits payable to the Executive will be
         determined in accordance with the pension, welfare, fringe benefit,
         expense reimbursement, salary deferral and insurance programs of Main
         and of the Bank then in effect.

                  (d) Disability. If the Executive is incapacitated by accident,
         sickness, or otherwise so as to render the Executive mentally or
         physically incapable of performing the essential duties required of the
         Executive under Section 2, notwithstanding reasonable accommodation,
         for a continuous period of six months, then, upon the expiration of
         such period or at any time thereafter, by action of the Board of
         Directors of Main or the Bank, the Executive's employment under this
         Agreement may be terminated immediately upon giving the Executive
         notice to that effect. If the Executive's employment is terminated
         under the provisions of this subsection 3(d), then all rights of the
         Executive under Section 4 will cease as of the last business day of the
         week in which such termination occurs, and the Executive will
         thereafter be entitled to the benefits to which he is


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         entitled under any disability plan of Main or the Bank, if any, in
         which he is then a participant (including the minimum benefit described
         in Section 4 (d) (ii)).

         4. Employment Period Compensation and Related Matters.

                  (a) Salary. For services performed by the Executive under this
         Agreement, Main and the Bank will pay the Executive a salary, in the
         aggregate, during the Employment Period, at the annualized rate of
         $140,000, payable at the same times as salaries are payable to other
         executive employees of Main or of the Bank. Main and/or the Bank may,
         from time to time, increase (but not decrease) the Executive's salary,
         and any and all such increases will be deemed to constitute amendments
         to this subsection to reflect the increased amounts, effective as of
         the dates established for such increases by the Board of Directors of
         Main or of the Bank in the resolutions authorizing such increases.

                  (b) Bonus. For services performed by the Executive under this
         Agreement, Main will pay the Executive a bonus, annually during the
         Employment Period, in such amounts (if any) and at such times as is
         provided in such incentive plan(s) as may be approved by the Board of
         Directors of Main and in effect from time to time. In addition, Main
         may, from time to time, pay such other bonus or bonuses to the
         Executive as Main, in its sole discretion, deems appropriate. The
         payment of any such bonuses will not reduce or otherwise affect any
         other obligation of Main and/or the Bank to the Executive provided for
         in this Agreement.

                  (c) Pension and Welfare Benefits. Main will provide the
         Executive, during the Employment Period, with pension and welfare
         benefits (within the meaning of Section 3 of the Employee Retirement
         Income Security Act of 1974, as amended ("ERISA")) in the aggregate not
         less favorable than those received by other employees of Main.

                  (d) Fringe Benefits.

                           (i) In General. Except as otherwise provided in this
                  subsection, Main will provide the Executive, during the
                  Employment Period, with such fringe benefits as may be
                  provided generally from time to time for other executives
                  similarly situated in status with the Executive.

                            (ii) Vacation. The Executive will be entitled to not
                  less than four weeks of vacation per calendar year, plus one
                  additional day for each five years of service with Main and
                  any predecessor of Main. The right to carry over unused
                  vacation days will be subject to the executive personnel
                  policies of Main from time to time in effect.

                                    (iii) Stock Options. The Executive will be
                  entitled to such stock option grants as may be granted from
                  time to time by the Board of Directors of Main and/or the
                  Compensation Committee of such Board and as are consistent
                  with the Executive's responsibilities and performance.

                           (iv) Automobile. Executive shall be provided an
                  automobile allowance reasonably consistent with the
                  Executive's position and in accordance with Main's then in
                  effect automobile policy for executive officers.

                           (v) Country Club Membership. The Executive will be
                  entitled to reimbursement for reasonable expenses related to
                  maintaining a full membership at the Berkshire Country Club.

                  (e) Expense Reimbursement. The Executive will be entitled to
         reimbursement of all reasonable business expenses incurred by him in
         the discharge of his duties hereunder, or otherwise in furtherance of
         the business


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         of Main and the Bank, provided he renders an accounting of such
         expenses in such manner as may be required from time to time for
         employees generally.

                  (f) Salary Deferral. The Executive may request that the
         payment of any portion of his base salary and/or bonus for any calendar
         year be deferred. Such request must be made in writing to Main and the
         Bank before the beginning of such calendar year and must include the
         period of deferral requested by the Executive (the "Deferral Period").
         If the Board of Directors of Main and of the Bank approve such request,
         the Executive will be entitled to receive, at the end of the Deferral
         Period, the deferred portion of his base salary and/or bonus plus
         interest at a compounded rate of 8% per annum. Any salary and/or bonus
         which is deferred as described herein will be credited to an account on
         the books of Main and of the Bank established in the name of the
         Executive. However, this account will not be funded, and neither Main
         nor the Bank will be deemed to be a trustee for the Executive with
         respect to any deferred amount. The liabilities of Main and the Bank to
         the Executive hereunder are those of a debtor pursuant to such
         contractual obligations as are created by this Agreement and
         Executive's status with respect to his deferred compensation shall be
         that of a general unsecured creditor of Main. No liabilities of Main
         and the Bank which arise under this subsection will be deemed to be
         secured by any pledge or other encumbrance on any property of Main or
         of the Bank. Main and the Bank will not be required to segregate any
         funds representing such deferred amounts, and nothing herein will be
         construed as providing for such segregation.

         5. Resignation of the Executive for Good Reason.

                  (a) Events Giving Right to Terminate for Good Reason. The
         Executive may resign for Good Reason (as herein defined) at any time
         during the Employment Period, as hereinafter set forth. As used in this
         Agreement, the term "Good Reason" means any of the following:

                           (i) any reassignment of the Executive to a principal
                  office which is more than 50 miles from 601 Penn Street,
                  Reading, Pennsylvania;

                           (ii) a reduction in Executive's title coincident with
                  a reduction of the authority, duties and responsibilities
                  assigned to Executive by Main;

                           (iii) any reduction in the Executive's annual base
                  salary as in effect on the date hereof or as the same may be
                  increased from time to time;

                           (iv) any failure by Main and/or the Bank to provide
                  the Executive with benefits at least as favorable as those
                  enjoyed by the Executive under any of the pension or welfare
                  plans (as such terms are defined in ERISA Section 3) of Main
                  in which the Executive is participating on the date of this
                  Agreement, or the taking of any action that would materially
                  reduce any of such benefits, unless the change is part of a
                  change applicable in each case to employees generally; or

                           (v) any material breach of this Agreement by Main or
                  the Bank, coupled with the failure to cure the same within 30
                  days after receipt of a written notice of such breach from the
                  Executive.

                   (b) Notice of Termination. At the option of the Executive,
         exercisable by the Executive within 90 days after the occurrence of the
         event constituting Good Reason, the Executive may resign from
         employment under this Agreement by a notice in writing (the "Notice of
         Termination") delivered to Main and the Bank and the provisions of
         Section 6 will thereupon apply.


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                           (c) Special Right of Termination. Notwithstanding
         anything herein to the contrary, but subject to the provisions of
         Section 3(a), from the occurrence of the Change in Control event until
         the end of the one-year period following the consummation of the Change
         in Control (as defined below), the Executive may terminate his
         employment for any or no reason by delivering a Notice of Termination,
         to Main, specifying that the Notice is being given pursuant to this
         Section 5(c); and such termination will be deemed for all purposes to
         constitute a resignation for Good Reason. In such event, the Executive
         will be entitled to the payments and benefits described in Section 6.

                  (d) Change in Control Defined. For purposes of 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 and Exchange Act of 1934
                  (the "Exchange Act")), other than Main, a subsidiary of Main,
                  an employee benefit plan of Main or a subsidiary of Main
                  (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 Main representing more
                  than 20% of the combined voting power of Main's then
                  outstanding securities;

                           (ii) the occurrence of, or execution of an agreement
                  providing for, a sale of all or substantially all of the
                  assets of Main or the Bank to an entity which is not a direct
                  or indirect subsidiary of Main;

                           (iii) the occurrence of, or execution of an agreement
                  providing for, a reorganization, merger, consolidation or
                  similar transaction involving Main, unless (A) the
                  shareholders of Main immediately prior to the consummation of
                  any such transaction will initially own securities
                  representing a majority of the voting power of the surviving
                  or resulting corporation, and (B) the directors of Main
                  immediately prior to the consummation of such transaction will
                  initially represent a majority of the directors of the
                  surviving or resulting corporation; or

                           (iv) any other event which is at any time irrevocably
                  designated as a "Change in Control" for purposes of this
                  Agreement by resolution adopted by a majority of the directors
                  of Main.

                  (e) Special Right of Payment. Within thirty (30) days
         following the occurrence of an event described in Section 5 (d) (i) of
         this Agreement, Main or the Bank shall pay to Executive a lump sum
         amount equal to the amount set forth in Section 6 (b) (i) of this
         Agreement. This payment shall be separate and apart from any payments
         otherwise due Executive under this Agreement




         6. Rights in Event of Certain Termination of Employment. In the event
that during the term of this Agreement as established pursuant to Section 17 the
Executive resigns from employment for Good Reason, by delivery of a Notice of
Termination or other permitted notice to Main and the Bank, or the Executive's
employment is terminated by Main without Cause, Executive will be entitled to
receive the amounts and benefits set forth in this section.

                  (a) Basic Payments (prior to the occurrence of a Change in
         Control). In the event of a termination pursuant to Section 3 (b) prior
         to the occurrence of a Change in Control, or a termination pursuant to
         Section 5 (a) that is not also a termination pursuant to Section 5(c),
         Main shall be obligated to continue to pay the Executive his base
         salary in effect as of his termination for the greater of (i) the
         balance of the term of the Agreement, or (ii) twelve (12)


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         months. Such amounts will be paid to Executive in accordance with
         Main's normal payroll schedule.

                  (b) Basic Payments (following the occurrence of a Change in
         Control). In the event of a termination pursuant to Section 3 (b) at
         the time of or following the occurrence of a Change in Control, or a
         termination pursuant to Section 5 (c), the Executive will be paid an
         amount equal to two times the sum of (i) the highest annualized base
         salary paid to him during the year of termination or the immediately
         preceding two calendar years, and (ii) the highest bonus paid to him
         with respect to one of the three calendar years immediately preceding
         the year of termination. The Executive will, within 30 days after his
         termination of employment, be paid a lump sum equal to the present
         value of the amounts otherwise payable under this subsection. For
         purposes of the preceding sentence, present value will be determined by
         using the short-term applicable federal rate under Section 1274 of the
         Internal Revenue Code of 1986, as amended (the "Code"), in effect on
         the date of termination of employment. For purposes of this subsection,
         to the extent necessary, base salary and bonuses with any predecessor
         of Main or an affiliate thereof shall be taken into account.

                  (c) Supplemental Payment in Lieu of Certain Benefits. In the
         event of a termination pursuant to Section 3 (b) at the time of or
         following the occurrence of a Change in Control or a termination
         pursuant to Section 5 (c), in lieu of continued pension, welfare and
         other benefits, a lump sum cash payment of $22,000 will be paid to the
         Executive within 30 days following the date of termination of
         employment.

                  (d) Excise Tax Matters in General. In the event that the
         amounts and benefits payable under Section 6(a), 6(b) and 6(c), when
         added to other amounts and benefits which may become payable to the
         Executive by Main and/or the Bank, are such that he becomes subject to
         the excise tax provisions of Code Section 4999, Main and/or the Bank
         will pay him such additional amount or amounts as will result in his
         retention (after the payment of all federal, state and local excise,
         employment, and income taxes on such payments and the value of such
         benefits) of a net amount equal to the net amount he would have
         retained had the initially calculated payments and benefits been
         subject only to income and employment taxation. For purposes of the
         preceding sentence, the Executive will be deemed to be subject to the
         highest marginal federal, state and local tax rates. All calculations
         required to be made under this subsection will be made by Main's
         independent certified public accountants, subject to the right of
         Executive's representative to review the same. All such amounts
         required to be paid will be paid at the time any withholding may be
         required under applicable law, and any additional amounts to which the
         Executive may be entitled will be paid or reimbursed no later than 15
         days following confirmation of such amount by Main's accountants. In
         the event any amounts paid hereunder are subsequently determined to be
         in error because estimates were required or otherwise, the parties
         agree to reimburse each other to correct such error, as appropriate,
         and to pay interest thereon at the applicable federal rate (as
         determined under Code Section 1274A for the period of time such
         erroneous amount remained outstanding and unreimbursed). The parties
         recognize that the actual implementation of the provisions of this
         subsection are complex and agree to deal with each other in good faith
         to resolve any questions or disagreements arising hereunder.

         7. Confidentiality.

                  (a) As used in this section, the term "Confidential
         Information" means any and all information regarding the organization,
         business or finances of Main or any of its subsidiaries and affiliates,
         including, but not limited to, any and all business plans and
         strategies, financial information, proposals, reports, marketing plans
         and information, cost information, customer information, claims history
         and experience data, sales volume and other sales


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         statistics, personnel data, pricing information, concepts and ideas,
         information respecting existing and proposed investments and
         acquisitions, and information regarding customers and suppliers, but
         the term "Confidential Information" will not include information
         created by the Executive or which prior to the Executive's receipt
         thereof (i) was generally publicly available, or (ii) was in the
         Executive's possession free of any restrictions on it use or disclosure
         and from a source other than Main or any of its subsidiaries or
         affiliates.

                  (b) The Executive acknowledges and agrees that his employment
         by Main and the Bank will afford him an opportunity to acquire
         Confidential Information and that the misappropriation or disclosure of
         any Confidential Information would cause irreparable harm to Main and
         its subsidiaries and affiliates.

                  (c) During the Employment Period and for a period of two years
         thereafter, the Executive will not use for the benefit of anyone other
         than Main and its subsidiaries and affiliates or disclose any of the
         Confidential Information for any reason or purpose whatsoever except to
         authorized representatives of such business entities or as directed or
         authorized by Main.

                  (d) With respect to those items of Confidential Information
         which constitute trade secrets under applicable law, the Executive's
         obligations of confidentiality and nondisclosure as set forth in this
         section will continue and survive after the two-year period as provided
         in Subsection (c) to the greatest extent permitted by applicable law.


                  (e) The Executive will not remove any records, documents, or
         any other tangible items (excluding the Executive's personal property)
         from the premises of Main or its subsidiaries or affiliates, in either
         original or duplicate form, except as needed in the ordinary course of
         performing services hereunder.

                  (f) Upon termination of this Agreement, the Executive will
         immediately surrender to the owner thereof all documents (other than
         documents created by him) in his possession, custody or control
         embodying the Confidential Information or any part thereof and will not
         thereafter remove the same from the premises on which it is located.

                  (g) The provisions of this Section 7 shall survive termination
         of this Agreement for any reason.

         8. Remedies. Executive acknowledges and agrees that the remedy at law
of Main and of the Bank for a breach or threatened breach of any of the
provisions of Section 7 would be inadequate and, in recognition of this fact, in
the event of a breach or threatened breach by the Executive of any of the
provisions of Section 7, it is agreed that, in addition to the remedy at law,
Main and the Bank will be entitled to, without posting any bond, and the
Executive agrees not to oppose any request of Main and the Bank for, equitable
relief in the form of specific performance, a temporary restraining order, a
temporary or permanent injunction, or any other equitable remedy which may then
be available. Nothing herein contained will be construed as prohibiting Main and
the Bank from pursuing any other remedies available to them for such breach or
threatened breach.

         9. Arbitration. Main, the Bank and Executive recognize that in the
event a dispute should arise between them concerning the interpretation or
implementation of this Agreement, lengthy and expensive litigation will not
afford a practical resolution of the issues within a reasonable period of time.
Consequently, each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted for resolution
to the American Arbitration Association ("Association") in Philadelphia,
Pennsylvania, in accordance with the Individual Employment Dispute Resolution
rules of the Association. Main and


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<PAGE>   8
the Bank, or Executive, may initiate an arbitration proceeding at any time by
giving notice to the others in accordance with the rules of the Association. The
Association will designate a single arbitrator to conduct the proceeding, but
Main and the Bank, and the Executive, may, as a matter of right, require the
substitution of a different arbitrator chosen by the Association. Each such
right of substitution may be exercised only once. The arbitrator will not be
bound by the rules of evidence and procedure of the courts of the Commonwealth
of Pennsylvania but will be bound by the substantive law applicable to this
Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or
gross and obvious error of fact, will be final and binding upon the parties and
will be enforceable in courts of proper jurisdiction. Following written notice
of a request for arbitration, Main and the Bank, and the Executive, will be
entitled to an injunction restraining all further proceedings in any pending or
subsequently filed litigation concerning this Agreement, except as otherwise
provided herein.


         10. Legal Expenses. Main and/or the Bank will pay to the Executive all
reasonable legal fees and expenses when incurred by the Executive in seeking to
obtain or enforce any right or benefit provided by this Agreement, provided he
brings the action in good faith, and he prevails.

         11. Indemnification. Main and the Bank will indemnify the Executive, to
the fullest extent permitted under Pennsylvania and federal law, with respect to
any threatened, pending or completed legal or regulatory action, suit or
proceeding brought against him by reason of the fact that he is or was a
director, officer, employee or agent of Main or the Bank, or is or was serving
at the request of Main or the Bank as a director, officer, employee or agent of
another person or entity. To the fullest extent permitted by Pennsylvania and
federal law, Main and the Bank will, in advance of final disposition, pay any
and all expenses incurred by the Executive in connection with any threatened,
pending or completed legal or regulatory action, suit or proceeding with respect
to which he may be entitled to indemnification hereunder. Main and the Bank will
use their best efforts to obtain insurance coverage for the Executive under a
policy covering directors and officers thereof against litigation, arbitrations
and other legal and regulatory proceedings; provided, however, that nothing
herein is to be construed as requiring such action if the Board of Directors of
Main and the Bank determine that such insurance coverage cannot be obtained at
commercially reasonable rates.

         12. Notices. Any notice required or permitted to be given under this
Agreement will, to be effective hereunder, be given to both Main and the Bank,
in the case of notices given by the Executive, and will, to be effective
hereunder, be given by both Main and the Bank, in the case of notices given to
the Executive. Any notice given by Main, to the extent required will be deemed
to be given by Main and the Bank. Any notice given to Main, to the extent
required will be deemed to be given to Main and the Bank. Any such notice will
be deemed properly given if in writing and if mailed by registered or certified
mail, postage prepaid with return receipt requested, to the residence of the
Executive, in the case of notices to the Executive, and to the respective
principal offices of Main and of the Bank, in the case of notices to Main and
the Bank.

         13. Waiver. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive, an executive officer of Main, and an
executive officer of the Bank, each such officer specifically designated by the
Board of Directors of Main and the Bank, respectively. No waiver by any party
hereto at any time or any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.


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<PAGE>   9
         14. Assignment. This Agreement is not assignable by any party hereto,
except by Main and the Bank to any successor in interest to the respective
businesses of Main and the Bank.

         15. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement and, in accordance
with the provisions of Section 15, supersedes any prior agreement of the
parties.

         16. Successors; Binding Agreement.

                  (a) Main and the Bank will require any successor (whether
         direct or indirect, by purchase, merger, consolidation, or otherwise)
         to all or substantially all of the business and/or assets of Main
         and/or the Bank to expressly assume and agree to perform this Agreement
         in the same manner and to the same extent that Main and the Bank would
         be required to perform it if no such succession had taken place.
         Failure by Main and the Bank to obtain such assumption and agreement
         prior to the effectiveness of any such succession will constitute a
         material breach of this Agreement. As used in this Agreement, "Main"
         and the "Bank" means Main and the Bank as hereinbefore defined and any
         successor to the business and/or assets of Main and/or the Bank as
         aforesaid which assumes and agrees to perform this Agreement by
         operation of law, or otherwise.

                  (b) This Agreement will inure to the benefit of and be
         enforceable by the Executive's personal or legal representatives,
         executors, administrators, heirs, distributees, devisees, and legatees.
         If the Executive should die while any amount is payable to the
         Executive under this Agreement if the Executive had continued to live,
         all such amounts, unless otherwise provided herein, will be paid in
         accordance with the terms of this Agreement to the Executive's devisee,
         legatee, or other designee, or, if there is no such designee, to the
         Executive's estate.

         17. Termination.

                  (a) Unless the Executive's employment is terminated pursuant
         to the provisions of Section 3 or Section 5, the term of this Agreement
         will be for a period commencing on the date of this Agreement and
         ending on December 31, 2002; provided, however, that this Agreement
         will be automatically renewed on January 1, 2002, for the two-year
         period commencing on such date and ending on December 31, 2003, unless
         either party gives written notice of non-renewal to the other party on
         or before December 1, 2001 (in which case this Agreement will continue
         in effect through December 31, 2002); and provided further, that if
         this Agreement is renewed on January 1, 2002, it will be automatically
         renewed on January 1 of each subsequent year (the "Annual Renewal
         Date") for a period ending two years from each Annual Renewal Date
         unless either party gives written notice of non-renewal to the other
         party at least 30 days prior to an Annual Renewal Date (in which case
         this Agreement will continue in effect for a term ending one year from
         the Annual Renewal Date immediately following such notice). For
         purposes of the preceding sentence Main and the Bank will be considered
         one party.

                  (b) Any termination of the Executive's employment under this
         Agreement or of the term of this Agreement will not affect the benefit
         and confidentiality of information provisions of Sections 6, 7, 8, 9,
         10 and 11 shall survive any termination of employment of the term of
         this Agreement and remain in full force and effect in accordance with
         their respective terms.

                  (c) Nothing herein will be construed as limiting, restricting
         or eliminating any rights the Executive may have under any plan,
         contract or arrangement to which he is a party or in which he is a
         vested participant; provided, however, that any termination payments
         required hereunder will be in lieu of any severance benefits to which
         he may be entitled under a severance


                                                                             110
<PAGE>   10
         plan or arrangement of Main and the Bank; and provided further, that if
         the benefits under any such plan or arrangement may not legally be
         eliminated, then the payments hereunder will be correspondingly reduced
         in such equitable manner as the Board of Directors of Main may
         determine.

                  (d) Notwithstanding any provisions of this Agreement to the
         contrary, no further payments or benefits shall be paid to the
         Executive following the end of the term as described in subsection
         17(a) above.

         18. No Mitigation or Offset. The Executive will not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
employment or otherwise; nor will any amounts or benefits payable or provided
hereunder be reduced in the event he does secure employment, except as otherwise
provided herein.

         19. Validity. The invalidity or unenforceability of any provisions of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, which will remain in full force and effect.

         20. Applicable Law. Except to the extent preempted by federal law, this
Agreement will be governed by and construed in accordance with the domestic
internal law of the Commonwealth of Pennsylvania.

         21. Number. Words used herein in the singular will be construed as
being used in the plural, as the context requires, and vice versa.

         22. Headings. The headings of the sections and subsections of this
Agreement are for convenience only and will not control or affect the meaning or
construction or limit the scope or intent of any of the provisions of this
Agreement.

         23. References to Entities. All references to Main will be deemed to
include references to the Bank, as appropriate in the relevant context, and vice
versa. As of the date of this Agreement, Main and the Bank share one Board of
Directors. To the extent, under this Agreement or law, an action is required by
the Board of Directors of the Bank, a similar action of the board of Directors
of Main shall be deemed sufficient

         24. Guaranty. Main hereby irrevocably and unconditionally guarantees to
the Executive the full and timely performance by the Bank of each and every
obligation of the Bank contained in this Agreement.

         25. Effective Date, Termination of Prior Agreement. This Agreement will
become effective immediately upon the execution and delivery of this Agreement
by the parties hereto. Upon the execution and delivery of this Agreement, any
prior agreement relating to the subject matter hereof, including without
limitation the Employment Agreement by and among Executive, Main and the Bank
dated January 25, 2000, will be deemed automatically terminated and be of no
further force or effect.

         26. Withholding for Taxes. All amounts and benefits paid or provided
hereunder will be subject to withholding for taxes as required by law.

         27. Individual Agreement. This Agreement is an agreement solely between
and among the parties hereto. It is intended to constitute a nonqualified
unfunded agreement for the benefit of a key management employee and will be
construed and interpreted in a manner consistent with such intention.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                       MAIN STREET BANCORP, INC.

                                                                             111
<PAGE>   11

                                    By /s/ Brian M Hartline
                                    -----------------------
(SEAL)                              Attest: /s/ Trudy Michael
                                            -----------------------
                                    (Assistant) Secretary

                                    ("Main")

                                    MAIN STREET BANK


                                    By /s/ Brian M. Hartline
                                            -----------------------

(SEAL)                              Attest: /s/ Trudy Michael
                                            -----------------------
                                            (Assistant) Secretary

                                    ("Bank")

Witness:

  /s/ Carol Sheeler                 /s/ Andrew J. Rothermel          (SEAL)
-------------------                 ------------------------
                                    ANDREW J. ROTHERMEL
                                    ("Executive")


                                                                             112
</TEXT>
</DOCUMENT>
