Exhibit 10.16


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED
AND RESTATED EMPLOYMENT 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 Colin N. Maropis (the “Executive”).


 


WITNESSETH


 


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


 


WHEREAS, the
Executive is currently employed as a FIRST Team Leader of the Bank, and the
Bank and the Executive have previously entered into an employment agreement
dated July 15, 2005 (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 Executive to remain in the employ of the Employer and in
consideration of the Executive’s agreeing to remain in the employ of the
Employer, the parties desire to specify the severance benefits which shall be
due the Executive 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 Executive’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 Executive 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
Executive was employed).


 


(b)           Base Salary. “Base Salary” shall have the
meaning set forth in Section 3(a) hereof.


 


(c)           Cause. Termination of the Executive’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.


 

















 


(d)           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.


 


(e)           Corporation.
“Corporation” shall mean Willow Financial Bancorp, Inc.


 


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


 


(g)           Disability. “Disability” shall mean the
Executive (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.


 


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


 


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


 


(i)            any
material breach of this Agreement by the Employer, including without limitation
any of the following: (A) a material diminution in the Executive’s base compensation,
(B) a material diminution in the Executive’s authority, duties or
responsibilities as prescribed in Section 2, or (C) a material diminution in
the authority, duties or responsibilities of the officer to whom the Executive
is required to report, or


 


(ii)           any
material change in the geographic location at which the Executive must perform
his services under this Agreement;


 


provided, however, that prior
to any termination of employment for Good Reason, the Executive 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
Executive. If the Employer remedies the condition within such thirty (30) day
cure 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 Executive


 


2

















 


may deliver a Notice of
Termination for Good Reason at any time within sixty (60) days following the
expiration of such cure period.


 


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


 


(k)           Notice of Termination. Any purported
termination of the Executive’s employment by the Employer for any reason,
including without limitation for Cause, Disability or Retirement, or by the
Executive 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 Executive’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
Executive’s employment for Cause, which shall be effective immediately, and
except as set forth in Section 19(a) hereof; and (iv) is given in the manner
specified in Section 11 hereof.


 


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


 


2.             Term of Employment.


 


(a)           The Employer hereby
employs the Executive as FIRST Team Leader, and the Executive hereby accepts
said employment and agrees to render such services to the Employer on the terms
and conditions set forth in this Agreement. Unless extended as provided in this
Section 2, this Agreement shall terminate on June 30, 2008. Prior to July 1,
2008 and each July 1 thereafter, the Board of Directors of the Employer shall
consider and review (after taking into account all relevant factors, including
the Executive’s performance hereunder) a one-year extension of the term of this
Agreement, and the term shall continue to extend each July 1 if the Board of
Directors approves such extension unless the Executive gives written notice to
the Employer of the Executive’s election not to extend the term, with such
written notice to be given not less than thirty (30) days prior to any such July
1. If the Board of Directors of the Employer elects not to extend the term, it
shall give written notice of such decision to the Executive 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.


 


(b)           During the term of this
Agreement, the Executive shall perform such executive services for the Employer
as may be consistent with his title and from time to time assigned to him by
the Board of Directors of the Employer. During the term of this Agreement, the
Executive shall devote his best efforts and his full time effort to the affairs
and business of the Employer.


 


3

















 


3.             Compensation and
Benefits.


 


(a)           Base Salary.
The Employer shall compensate and pay the Executive for his services
during the term of this Agreement at a minimum base salary of $155,831 per year
(“Base Salary”), which may be increased from time to time in such amounts as
may be determined by the Board of Directors of the Employer and may not be
decreased without the Executive’s express written consent. In addition to his Base
Salary, the Executive shall be entitled to receive during the term of this
Agreement such bonus payments as may be determined by the Board of Directors of
the Employer.


 


(b)           Benefit
Plans. During the term of this Agreement, the Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock
ownership, or other plans, benefits and privileges given to employees and
executives of the Employer, to the extent commensurate with his then duties and
responsibilities, as fixed by the Board of Directors of the Employer. The Employer
shall not make any changes in such plans, benefits or privileges which would
adversely affect the Executive’s rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executive officers of the
Employer and does not result in a disproportionately greater adverse change in
the rights of or benefits to the Executive as compared with any other executive
officer of the Employer. Nothing paid to the Executive under any plan or
arrangement presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to the Executive pursuant to Section 3(a)
hereof.


 


(c)           Paid Time
Off. During the term of this Agreement, the Executive shall be
entitled to paid time off in accordance with the policies as established from
time to time by the Board of Directors of the Employer. The Executive shall not
be entitled to receive any additional compensation from the Employer for
failure to utilize such paid time off, nor shall the Executive be able to
accumulate unused paid time off from one year to the next, except to the extent
authorized by the Board of Directors of the Employer.


 


4.             Expenses. The
Employer shall reimburse the Executive or otherwise provide for or pay for all
reasonable expenses incurred by the Executive in furtherance of or in
connection with the business of the Employer, including, but not by way of
limitation, automobile expenses and other traveling expenses, subject to such
reasonable documentation and other limitations as may be established by the
Board of Directors of the Employer. If such expenses are paid in the first
instance by the Executive, the Employer shall reimburse the Executive therefor.
Such reimbursement shall be paid promptly by the Employer and in any event no
later than March 15 of the year immediately following the year in which such
expenses were incurred.


 


5.             Termination.


 


(a)           General. The
Employer shall have the right, at any time upon prior Notice of Termination, to
terminate the Executive’s employment hereunder for any reason, including
without


 


4

















 


limitation termination for
Cause, Disability or Retirement, and the Executive shall have the right, upon
prior Notice of Termination, to terminate his employment hereunder for any
reason.


 


(b)           For Cause. In
the event that the Executive’s employment is terminated by the Employer for
Cause, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination.


 


(c)           Voluntary
Termination by the Executive. In the event the Executive terminates
his employment hereunder other than for death, Disability, Retirement, or Good
Reason, then the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination.


 


(d)           Death. In
the event the Executive’s employment hereunder is terminated due to death,
neither the Executive nor his estate or named beneficiaries shall have any
right pursuant to this Agreement to compensation or other benefits for any
period after the Date of Termination.


 


(e)           Disability. In
the event the Executive’s employment hereunder is terminated due to Disability,
the Executive shall be entitled to receive any disability benefits provided
under any disability plan maintained by the Employer. Other than as set forth
above, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the Date of Termination.


 


(f)            Retirement. In
the event the Executive’s employment hereunder is terminated due to Retirement,
the Executive shall have no right pursuant to this Agreement to compensation or
other benefits for any period after the Date of Termination.


 


(g)           Involuntary Termination. In the event that (i) the Executive’s
employment is terminated by the Employer for other than Cause, Disability,
Retirement or the Executive’s death or (ii) such employment is terminated by
the Executive for Good Reason, then the Employer shall pay to the Executive,
within thirty (30) days following the Date of Termination, a cash severance
amount equal to one times the Executive’s current Base Salary; provided,
however, that this Section 5(g) shall not be applicable if the termination of
employment occurs concurrently with or subsequent to a Change in Control.


 


(h)           Change in
Control Termination. In the event that (i) the Executive’s employment
is terminated concurrently with or within twelve (12) months following a Change
in Control for other than Cause, Disability, Retirement or the Executive’s
death or (ii) the Executive elects to terminate his employment for Good Reason,
then the Employer shall, subject to the provisions of Section 6 hereof, if
applicable,


 


(A)          pay
to the Executive, within thirty (30) days following the Date of Termination, a
cash severance amount equal to two (2) times the Executive’s Average Annual
Compensation;


 


5

















 


(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 Executive’s full-time
employment by another employer (provided that the Executive is entitled under
the terms of such employment to benefits substantially similar to those
described in this subparagraph (B)), at no cost to the Executive, the Executive’s
continued participation in all group insurance, life insurance, health and
accident insurance, and disability insurance offered by the Employer in which
the Executive 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 5(h)(B) shall be payable at such times and in such
amounts as if the Executive 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 Executive’s participation in any group insurance plan is barred, the
Employer shall either arrange to provide the Executive with insurance benefits
substantially similar to those which the Executive 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; and


 


(C)           pay
to the Executive, in a lump sum within thirty (30) days following the Date of
Termination, a cash amount equal to the projected cost to the Employer of
providing benefits to the Executive for a period of twelve (12) months pursuant
to any other employee benefit plans, programs or arrangements offered by the
Employer in which the Executive was entitled to participate immediately prior
to the Date of Termination (excluding (y) stock option plans, restricted stock
plans and employee stock ownership plans of the Employer and (z) bonuses and
other items of cash compensation), with the projected cost to the Employer to
be based on the costs incurred for the calendar year immediately preceding the
year in which the Date of Termination occurs and with any automobile-related
costs to exclude any depreciation on Bank-owned automobiles.


 


6.             Limitation of
Benefits under Certain Circumstances. If the payments and benefits pursuant
to Section 5 hereof, either alone or together with other payments and benefits
which the Executive 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 5 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 5 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 5 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 5 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 6 shall result in
a reduction


 


6

















 


of any payments or benefits to
which the Executive may be entitled upon termination of employment under any
circumstances other than as specified in this Section 6, or a reduction in the
payments and benefits specified in Section 5 below zero.


 


7.             Mitigation;
Exclusivity of Benefits.


 


(a)           The Executive shall not
be required to mitigate the amount of any benefits hereunder by seeking other employment
or otherwise, nor shall the amount of any such benefits be reduced by any
compensation earned by the Executive as a result of employment by another
employer after the Date of Termination or otherwise, except as set forth in
Section 5(h)(B)(ii) hereof.


 


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


 


8.             Withholding. All
payments required to be made by the Employer hereunder to the Executive 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.


 


9.             Competitive
Activities.


 


(a)           The Executive 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 Executive is capable of performing for the Employer or one of its
competitors, the Executive 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 Executive 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 Executive 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 Executive 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 Executive 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.


 


7

















 


(d)           Unless the Executive’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
Executive 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. The Executive shall not be subject to any of the limitations set
forth in the preceding sentence if the Executive’s employment is terminated in
connection with or following a Change in Control.


 


(e)           The Executive agrees
that during the term of his employment hereunder, except with the express
consent of the Employer, he will not, directly or indirectly, engage or
participate in, become a director of, or render advisory or other services for,
or in connection with, or become interested in, or make any financial
investment in any firm, corporation, business entity or business enterprise
competitive with or to any business of the Employer; provided, however, that
the Executive shall not thereby be precluded or prohibited from owning passive
investments, including investments in the securities of other financial
institutions, so long as such ownership does not require him to devote
substantial time to management or control of the business or activities in
which he has invested. Notwithstanding anything to the contrary contained in
this Agreement, during the term of this Agreement, the Executive shall have no
employment contract or other written or oral agreement concerning employment as
an officer of a savings bank or any other financial institution or financial
institution holding company nor with any other entity or person other than the
Bank or the Corporation. The provisions of this Section 9(e) shall not be
applicable if the Executive’s employment is terminated in connection with or
following a Change in Control.


 


(f)            The Employer shall be
entitled to immediate injunctive or other equitable relief to restrain the
Executive from failing to comply with any obligation under this Section 9 or from
rendering his services to persons or entities than the Employer, 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 Executive’s employment.


 


(g)           The Executive
acknowledges that the restrictions contained in this Section 9 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
Executive acknowledges that, if the Executive 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 Executive
further acknowledges that the provisions of Sections 9(a), (b), (c), (f) and
(g) shall remain in full force and effect beyond the termination of the
Executive’s employment for any reason, including but not limited to termination
in connection with or following a Change in Control.


 


10.          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


 


8

















 


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
Executive may not assign or transfer this Agreement or any rights or
obligations hereunder.


 


11.          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
  Executive:

  	
   

  	
  Colin N.
  Maropis

  
	
   

  	
   

  	
  At his last
  address on file with

  
	
   

  	
   

  	
  the Employer

  



 


12.          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
Executive 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.


 


13.          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.


 


14.          Nature of Obligations. 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 Executive 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.


 


15.          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.


 


16.          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.


 


9

















 


17.          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, 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.


 


18.          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.


 


19.          Regulatory Actions. The
following provisions shall be applicable to the parties to the extent that they
are required to be included in employment 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 5 hereof.


 


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


 


(b)           If the Executive 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 Executive 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 Executive 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 Executive 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 Executive 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


 


10

















 


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 Executive and the Employer as of the date
of termination shall not be affected.


 


20.          Regulatory Prohibition. Notwithstanding
any other provision of this Agreement to the contrary, any payments made to the
Executive 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 Executive’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 Executive remains in the employ of
the Corporation following such termination. Furthermore, following such
termination for Cause, the Executive will not, directly or indirectly,
influence or participate in the affairs or the operations of the Bank.


 


21.          Payment of Costs and
Legal Fees and Reinstatement of Benefits. In the event any dispute or
controversy arising under or in connection with the Executive’s termination is resolved
in favor of the Executive, whether by judgment, arbitration or settlement, the
Executive shall be entitled to the payment of (a) all legal fees incurred
by the Executive in resolving such dispute or controversy, and (b) any
back-pay, including Base Salary, bonuses and any other cash compensation,
fringe benefits and any compensation and benefits due to the Executive under
this Agreement.


 


22.          Entire Agreement. This
Agreement embodies the entire agreement between the Employer and the Executive
with respect to the matters agreed to herein. All prior agreements between the Employer
and the Executive with respect to the matters agreed to herein are hereby
superseded and shall have no force or effect, including the Prior Agreement,
the agreement between the parties dated January 20, 2005 and the Amended and
Restated Employment Agreement dated August 15, 1990 between Chester Valley
Bancorp, Inc., First Financial Bank and the Executive, as amended effective
July 1, 1992.


 


11

















 


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


 


	
  Attest:

  	
  WILLOW
  FINANCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Joseph
  T. Crowley

  	
   

  	
  By:

  	
  /s/ Donna M.
  Coughey

  	
   

  
	
  Joseph T.
  Crowley

  	
   

  	
  Donna M.
  Coughey

  
	
  Senior Vice
  President,

  	
   

  	
  President
  and Chief Executive Officer

  
	
  Chief Financial Officer and

  	
   

  	
   

  
	
  Corporate Secretary

  	
   

  	
   

  
					



 


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colin N.
  Maropis

  	
   

  
	
   

  	
   

  	
  Colin N.
  Maropis

  	
   

  



 


12