Exhibit 10.19


FORM OF


 


AMENDED AND RESTATED


CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN


WILLOW FINANCIAL BANK AND                


 


THIS AMENDED
AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is dated as
of October 23, 2007  and is between
Willow Financial  Bank, a federally
chartered savings bank (the “Bank” or the “Employer”), and                        
(the “Officer”).


 


WITNESSETH


 


WHEREAS, the
Bank was previously known as Willow Grove Bank;


 


WHEREAS, the
Officer is currently employed by the Bank, and the Bank and the Officer have
previously entered into a change in control severance agreement dated                          
(the “Prior Agreement”);


 


WHEREAS, the
Bank desires to amend and restate the Prior Agreement in order to make changes
to comply with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), as well as certain other changes; and


 


WHEREAS, in
order to induce the Officer to be employed by the Employer and in consideration
of the Officer’s agreeing to be employed by the Employer, the parties desire to
specify the severance benefits which shall be due the Officer by the Employer in
the event that his employment with the Employer is terminated under specified
circumstances.


 


NOW THEREFORE,
in consideration of the mutual agreements herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as follows:


 


1.             Definitions.
The following words and terms shall have the meanings
set forth below for the purposes of this Agreement:


 


(a)           Average Annual
Compensation. The Officer’s “Average Annual Compensation” for
purposes of this Agreement shall be deemed to mean the average amount of Base
Salary and cash bonus paid to the Officer by the Employer or any subsidiary
thereof during the most recent five calendar years preceding the year in which
the Date of Termination occurs (or such shorter period as the Officer was
employed).


 


(b)           Cause.
Termination of the Officer’s employment for “Cause” shall mean
termination because of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this Agreement.


 

















 


(c)           Change
in Control. “Change in Control” shall mean a change in the ownership
of the Corporation or the Bank, a change in the effective control of the
Corporation or the Bank or a change in the ownership of a substantial portion
of the assets of the Corporation or the Bank, in each case as provided under
Section 409A of the Code and the regulations thereunder.


 


(d)           Corporation. Corporation
shall mean Willow Financial Bancorp, Inc.


 


(e)           Date
of Termination. “Date of Termination” shall mean (i) if the Officer’s
employment is terminated for Cause, the date on which the Notice of Termination
is given, (ii) if the Officer’s employment is terminated due to his death, the date
of death, and (iii) if the Officer’s employment is terminated for any other
reason, the date specified in such Notice of Termination.


 


(f)            Disability.
“Disability” shall mean the Officer (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii)
is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Employer.


 


(g)           Effective Date. The
Effective Date of this Agreement shall mean the date first written above.


 


(h)           Good
Reason. Termination by the Officer of the Officer’s employment for “Good
Reason” shall mean termination by the Officer  based
on the occurrence of any of the following events:


 


(i) (A) a material diminution in the Officer’s base compensation as in
effect immediately prior to the date of the Change in Control or as the same
may be increased from time to time thereafter, (B) a material diminution in the
Officer’s authority, duties or responsibilities as in effect immediately prior
to the Change in Control, or (C) a material diminution in the authority, duties
or responsibilities of the officer (as in effect immediately prior to the date
of the Change in Control) to whom the Officer is required to report immediately
prior to the Change in Control,


 


(ii) any material breach of this Agreement by the Employer, or


 


(iii) any material change in the geographic location at which the Officer
must perform his services under this Agreement immediately prior to the Change
in Control;


 


provided, however, that prior
to any termination of employment for Good Reason, the Officer must first
provide written notice to the Employer within ninety (90) days of the initial
existence of the condition, describing the existence of such condition, and the
Employer shall thereafter have the right to remedy the condition within thirty
(30) days of the date the Employer received the written notice from the Officer.
If the Employer remedies the condition within such thirty (30) day cure 


 


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period, then no Good Reason
shall be deemed to exist with respect to such condition. If the Employer does
not remedy the condition within such thirty (30) day cure period, then the
Officer may deliver a Notice of Termination for Good Reason at any time within
sixty (60) days following the expiration of such cure period.


 


(i)            IRS.
IRS shall mean the Internal Revenue Service.


 


(j)            Notice
of Termination. Any purported termination of the Officer’s
employment by the Employer for any reason, including without limitation for
Cause, Disability or Retirement, or by the Officer for any reason, including
without limitation for Good Reason, shall be communicated by a written “Notice
of Termination” to the other party hereto. For purposes of this Agreement, a “Notice
of Termination” shall mean a dated notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Officer’s employment under the provision so indicated, (iii)
specifies a Date of Termination, which shall be not less than thirty (30) nor
more than ninety (90) days after such Notice of Termination is given, except in
the case of the Employer’s termination of the Officer’s employment for Cause,
which shall be effective immediately, and except as set forth in Section 17(a)
hereof; and (iv) is given in the manner specified in Section 8 hereof.


 


(k)           Retirement.
“Retirement” shall mean voluntary termination by the Officer in
accordance with the Employer’s retirement policies, including early retirement,
generally applicable to its salaried employees.


 


2.             Benefits
Upon Termination.


 


(a)           General. The Employer
shall have the right, at any time upon prior Notice of Termination, to
terminate the Officer’s employment hereunder for any reason, including without
limitation termination for Cause, Disability or Retirement, and the Officer
shall have the right, upon prior Notice of Termination, to terminate his employment
hereunder for any reason.


 


(b)           Non Change in Control Termination.
In the event that (i) the Officer’s employment is terminated due to Cause,
Death, Disability, Retirement, or any other reason unrelated to a Change in
Control, or (ii) the officer elects to terminate his employment for other than
Good Reason, then the Officer shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination.


 


(c)           Change in Control
Termination. In the event that (i) the Officer’s employment is
terminated concurrently with or within twelve (12) months following a Change in
Control for other than Cause, Disability, Retirement or the Officer’s death, or
(ii) the Officer elects to terminate his employment for Good Reason, then the Employer
shall, subject to the provisions of Sections 3 and 4 hereof, if applicable,


 


(A)          pay to the Officer, in
twelve (12) equal monthly installments commencing with the first business day
of the month immediately following the Date of Termination, a cash severance
amount equal to one (1) times the Officer’s Average Annual Compensation; 


 


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provided that
if the aggregate amount of such installment payments would exceed two times the
lesser of the amounts specified in subsections (1) and (2) of Treasury
Regulation ‘1.409A-1(b)(9)(iii)(A), then the monthly installments shall not
commence until the first business day of the month following the lapse of six
months from the Date of Termination (the “Delayed Payment Date”), with the
monthly installments that would have been paid prior to the Delayed Payment
Date absent the six-month delay required by Section 409A of the Code to be
aggregated and included in the payment made on the Delayed Payment Date and to
be counted toward the total of twelve (12) monthly installments; and


 


(B)           maintain and provide
for a period ending at the earlier of (i) one year subsequent to the Date of
Termination or (ii) the date of the Officer’s full-time employment by another
employer (provided that the Officer is entitled under the terms of such
employment to benefits substantially similar to those described in this
subparagraph (B)), at no cost to the Officer, the Officer’s continued
participation in all group insurance, life insurance, health and accident
insurance and disability insurance in which the Officer was participating
immediately prior to the Date of Termination; provided that any insurance
premiums payable by the Employer or any successors pursuant to this Section
2(c)(B) shall be payable at such times and in such amounts as if the Officer
was still an employee of the Employer, subject to any increases in such amounts
imposed by the insurance company or COBRA, and the amount of insurance premiums
required to be paid by the Employer in any taxable year shall not affect the
amount of insurance premiums required to be paid by the Employer in any other
taxable year; and provided further that if the Officer’s participation in any
group insurance plan is barred, the Employer shall either arrange to provide
the Officer with insurance benefits substantially similar to those which the
Officer was entitled to receive under such group insurance plan or, if such
coverage cannot be obtained, pay a lump sum cash equivalency amount within
thirty (30) days following the Date of Termination based on the annualized rate
of premiums being paid by the Employer as of the Date of Termination.


 


3.             Limitation
of Benefits under Certain Circumstances. If the payments and
benefits pursuant to Section 2 hereof, either alone or together with other
payments and benefits which the Officer has the right to receive from the Employer
and its affiliates, would constitute a “parachute payment” under Section 280G
of the Code, then the payments and benefits payable by the Employer pursuant to
Section 2 hereof shall be reduced by the minimum amount necessary to result in
no portion of the payments and benefits payable by the Employer under Section 2
being non-deductible to the Employer pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code. If the
payments and benefits under Section 2 are required to be reduced, the cash
severance shall be reduced first, followed by a reduction in the fringe
benefits. The determination of any reduction in the payments and benefits to be
made pursuant to Section 2 shall be based upon the opinion of independent
counsel selected by the Employer and paid by the Employer. Such counsel shall
promptly prepare the foregoing opinion, but in no event later than thirty (30)
days from the Date of Termination, and may use such actuaries as such counsel
deems necessary or advisable for the purpose. Nothing contained in this Section
3 shall result in a reduction of any payments or benefits to which the Officer
may be entitled upon termination of employment under any circumstances other
than as specified in this Section 3, or a reduction in the payments and
benefits specified in Section 2 below zero.


 


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4.             Mitigation;
Exclusivity of Benefits.


 


(a)           The
Officer shall not be required to mitigate the amount of any benefits hereunder
by seeking other employment or otherwise. However, the amount of severance
compensation payable by the Employer under Section 2(c)(A) shall be reduced to
the extent the Officer earns compensation from any source for services rendered
by the Officer within one year following the Date of Termination. If the
Officer obtains subsequent employment or earns other compensation for services
rendered within the first year following the Date of Termination, then the
Officer agrees to provide written notice to the Employer or any successor
within ten (10) business days of the date the Officer obtains such employment
or earns such compensation, including the amount of compensation earned.


 


(b)           The specific arrangements referred to
herein are not intended to exclude any other benefits which may be available to
the Officer upon a termination of employment with the Employer pursuant to
employee benefit plans of the Employer or otherwise.


 


5.             Withholding.
All payments required to be made by the Employer hereunder
to the Officer shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Employer may reasonably
determine should be withheld pursuant to any applicable law or regulation.


 


6.             Competitive
Activities


 


(a)           The Officer agrees and acknowledges
that by virtue of his employment hereunder, he will maintain an intimate
knowledge of the activities and affairs of the Employer, including trade
secrets, plans, business plans, strategies, projections, market studies, customer
information, employee records and other internal proprietary and confidential
information and matters (collectively “Confidential Information”). As a result,
and also because of the special, unique and extraordinary services that the Officer
is capable of performing for the Employer or one of its competitors, the Officer
recognizes that the services to be rendered by him hereunder are of a character
giving them a peculiar value, the loss of which cannot be adequately or
reasonably compensated for by damages.


 


(b)           Except for the purpose of carrying
out his duties hereunder, the Officer will not remove or retain, or make copies
or reproductions of, any figures, documents, records, discs, computer records,
calculations, letters, papers, or recorded or documented information of any
type or description relating to the business of the Employer. The Officer
agrees that he will not divulge to others any information (whether or not
documented or recorded) or data acquired by him while in the Employer’s employ
relating to methods, processes or other trade secrets or other Confidential
Information.


 


(c)           The Officer agrees that the Employer is,
and shall be, the sole and exclusive owner of all improvements, ideas and
suggestions, whether or not subject to patent or trademark protection, and all
copyrightable materials which are conceived by the Officer during his employment,
which relate to the business of the Employer, which are confidential, or which
are not readily ascertainable from persons or other sources outside the Employer.


 


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(d)           Unless the Officer’s employment is
terminated in connection with or following a Change in Control, then for a
period of one year after the termination of employment, the Officer shall not,
directly or indirectly, solicit, induce, encourage or attempt to influence any
client, customer or employee of the Employer to cease to do business with, or
to terminate any employee’s employment with, the Employer.


 


(e)           The Employer shall be entitled to
immediate injunctive or other equitable relief to restrain the Officer from
failing to comply with any obligation under this Section 6, in addition to any
other remedies to which the Employer may be entitled under law. The right to
such injunctive or other equitable relief shall survive the termination by the
Employer of the Officer’s employment.


 


(f)            The Officer acknowledges that the
restrictions contained in this Section 6 are reasonable and necessary to
protect the legitimate interests of the Employer and that any violation thereof
would result in irreparable injuries to the Employer. The Officer acknowledges
that, if the Officer violates any of these restrictions, the Employer is
entitled to obtain from any court of competent jurisdiction, preliminary and
permanent injunctive relief as well as damages, and an equitable accounting of
any earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Employer may be entitled. The Officer further acknowledges that the
provisions of Sections 6(a), (b), (c), (e) and (f) shall remain in full force
and effect beyond the termination of the Officer’s employment for any reason,
including but not limited to termination in connection with or following a
Change in Control.


 


7.             Assignability.
The Employer may assign this Agreement and its rights
and obligations hereunder in whole, but not in part, to any corporation, bank
or other entity with or into which the Employer may hereafter merge or
consolidate or to which the Employer may transfer all or substantially all of its
assets, if in any such case said corporation, bank or other entity shall by
operation of law or expressly in writing assume all obligations of the Employer
hereunder as fully as if it had been originally made a party hereto, but may
not otherwise assign this Agreement or its rights and obligations hereunder. The
Officer may not assign or transfer this Agreement or any rights or obligations
hereunder.


 


8.             Notice.
For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by first-class
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below:


 


	
  To the
  Employer:

  	
   

  	
  Secretary

  
	
   

  	
   

  	
  Willow Financial Bank

  
	
   

  	
   

  	
  170 South Warner Road

  
	
   

  	
   

  	
  Wayne, Pennsylvania 19087

  
	
   

  	
   

  	
   

  
	
  To the Officer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At his last address on file with

  
	
   

  	
   

  	
  the Employer

  



 


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9.             Amendment;
Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Officer and such officer or officers as may be
specifically designated by the Board of Directors of the Employer to sign on
its behalf. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. In addition, notwithstanding anything in this Agreement to the
contrary, the Employer may amend in good faith any terms of this Agreement,
including retroactively, in order to comply with Section 409A of the Code.


 


10.          Governing
Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United
States where applicable and otherwise by the substantive laws of the Commonwealth
of Pennsylvania.


 


11.          Nature
of Employment and Obligations.


 


(a)           Nothing contained herein shall be
deemed to create other than a terminable at will employment relationship
between the Employer and the Officer, and the Employer may terminate the
Officer’s employment at any time, subject to providing any payments specified
herein in accordance with the terms hereof.


 


(b)           Nothing contained herein shall create
or require the Employer to create a trust of any kind to fund any benefits
which may be payable hereunder, and to the extent that the Officer acquires a
right to receive benefits from the Employer hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Employer.


 


12.          Term of Agreement. The
term of this Agreement shall run from the Effective Date through and including
June 30, 2008. Prior to July 1, 2008 and each July 1 thereafter, this Agreement
shall extend for an additional year until such time as the Board of Directors
of the Employer or the Officer gives notice in accordance with the terms of
Section 8 hereof of its or his election, respectively, not to extend the terms
of this Agreement. Such written notice of the election not to extend must be
given not less than thirty (30) days prior to any such July 1. If any party
gives timely notice that the term will not be extended as of any July 1, then
this Agreement shall terminate at the conclusion of its remaining term. References
herein to the term of this Agreement shall refer both to the initial term and
successive terms.


 


13.          Headings.
The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


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


 


15.          Changes in Statutes or Regulations. If any statutory or
regulation provision referenced herein is subsequently changed or re-numbered,
or is replaced by a separate provision, 


 


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then the references in this
Agreement to such statutory or regulatory provision shall be deemed to be a
reference to such section as amended, re-numbered or replaced.


 


16.          Counterparts.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


17.          Regulatory
Actions. The following provisions shall be applicable
to the parties to the extent that they are required to be included in
agreements between a savings association and its employees pursuant to Section
563.39(b) of the Regulations Applicable to All Savings Associations, 12 C.F.R. §563.39(b),
or any successor thereto, and shall be controlling in the event of a conflict
with any other provision of this Agreement, including without limitation
Section 2 hereof.


 


(a)           The Bank’s Board of Directors may
terminate the Officer’s employment at any time, but any termination by the Bank’s
Board of Directors, other than termination for Cause, shall not prejudice the Officer’s
right to compensation or other benefits under this Agreement.


 


(b)           If the Officer is suspended from
office and/or temporarily prohibited from participating in the conduct of the
Employer’s affairs by a notice served under Section 8(e)(3) or Section 8(g)(1)
of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. §1818(e)(3) and
1818(g)(1)), the Employer’s obligations under this Agreement shall be suspended
as of the date of service, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Employer may, in its discretion:  (i) pay the Officer all or part of the
compensation withheld while its obligations under this Agreement were
suspended, and (ii) reinstate (in whole or in part) any of its obligations
which were suspended.


 


(c)           If the Officer is removed from office
and/or permanently prohibited from participating in the conduct of the Employer’s
affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA
(12 U.S.C. §1818(e)(4) and (g)(1)), all obligations of the Employer under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the Officer and the Employer as of the date of termination shall not
be affected.


 


(d)           If the Bank is in default, as defined
in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under
this Agreement shall terminate as of the date of default, but vested rights of
the Officer and the Employer as of the date of termination shall not be
affected.


 


(e)           All obligations under this Agreement
shall be terminated pursuant to 12 C.F.R. §563.39(b)(5), except to the extent
that it is determined that continuation of the Agreement for the continued
operation of the Employer is necessary: 
(i) by the Director of the Office of Thrift Supervision (“OTS”), or
his/her designee, at the time the Federal Deposit Insurance Corporation (“FDIC”)
enters into an agreement to provide assistance to or on behalf of the Bank
under the authority contained in Section 13(c) of the FDIA (12 U.S.C. §1823(c));
or (ii) by the Director of the OTS, or his/her designee, at the time the
Director or his/her designee approves a supervisory merger to resolve problems
related to operation of the Bank or when the Bank is determined by the Director
of the OTS to be in an unsafe or unsound condition, but vested rights of the Officer
and the Employer as of the date of termination shall not be affected.


 


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18.          Regulatory
Prohibition. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Officer pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and the
regulations promulgated thereunder, including 12 C.F.R. Part 359. In the
event of the Officer’s termination of employment with the Bank for Cause, all
employment relationships and managerial duties with the Bank shall immediately
cease regardless of whether the Officer remains in the employ of the
Corporation following such termination. Furthermore, following such termination
for Cause, the Officer will not, directly or indirectly, influence or
participate in the affairs or the operations of the Bank.


 


19.          Entire
Agreement. This Agreement embodies the entire
agreement between the Employer and the Officer with respect to the matters
agreed to herein. All prior agreements between the Employer and the Officer
with respect to the matters agreed to herein are hereby superseded and shall
have no force or effect, including the Prior Agreement.


 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first written above.


 


	
  Attest:

  	
  WILLOW
  FINANCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Joseph T.
  Crowley

  	
   

  	
  Donna M.
  Coughey

  
	
  Senior Vice
  President, Chief

  	
   

  	
  President
  and Chief Executive Officer

  
	
  Financial Officer and Corporate

  	
   

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OFFICER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


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