Exhibit 10.15


 


AMENDMENT NUMBER ONE


CHESTER VALLEY BANCORP INC.


1997 STOCK OPTION PLAN


 


BY THIS AMENDMENT NUMBER ONE, the Chester Valley Bancorp Inc. 1997
Stock Option Plan (the “Plan”) is hereby amended as follows, with such
amendment being effective as of October 23, 2007. Capitalized terms which are
not defined herein shall have the same meaning as set forth in the Plan.


 


W I T N E S S E T H:


 


WHEREAS, Chester Valley Bancorp Inc. was acquired by Willow Financial
Bancorp Inc. effective as of August 30, 2005;


 


WHEREAS, Willow Financial Bancorp, Inc., as successor to Chester Valley
Bancorp Inc. (the “Company”), desires to amend the Plan to ensure that the Plan
complies with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”); and


 


WHEREAS, pursuant to Section 15 of the Plan, the Board may amend the
Plan from time to time;


 


NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and such other consideration the sufficiency of which is
hereby acknowledged, the Board hereby amends the Plan as follows:


 


Section 1. References to Chester Valley Bancorp Inc. All
references to Chester Valley Bancorp Inc. in the Plan are hereby changed to
Willow Financial Bancorp, Inc. In addition, Section 1.C of the Plan is hereby
amended and restated to read in its entirety as follows:


 


“C.          “Company” means Willow Financial
Bancorp, Inc.”


 


Section 2. Amendment to 1.E of the Plan. The second sentence of Section
1.E of the Plan is hereby amended to read in its entirety as follows:


 


“Notwithstanding the foregoing, if the Shares are not readily tradable
on an established securities market for purposes of Section 409A of the Code,
then the Fair Market Value shall be determined by means of a reasonable
valuation method that takes into consideration all available information
material to the value of the Company and that otherwise satisfies the
requirements applicable under Section 409A of the Code and the regulations
thereunder.”


 


Section 3. Amendment to Section 1.O of the Plan. Section 1.O of
the Plan is hereby amended and restated to read as follows:


 

















 


“O.          “Share” means a share of the Company’s
common stock, par value $0.01 per share, either now or hereafter owned by the
Company as treasury stock or authorized but unissued.”


 


Section 4. Amendment to Section 4 of the Plan. Section 4 of the
Plan is hereby amended to add a new Section 4.D to read in its entirety as
follows:


 


“D.          All Options granted under the Plan are
designed to not constitute a deferral of compensation for purposes of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding
any other provision in this Plan to the contrary, all of the terms and
conditions of any Options granted under this Plan shall be designed to satisfy
the exemption for stock options set forth in the regulations issued under
Section 409A of the Code. Both this Plan and the terms of all Options granted
hereunder shall be interpreted in a manner that requires compliance with all of
the requirements of the exemption for stock options set forth in the
regulations issued under Section 409A of the Code. No Optionee shall be
permitted to defer the recognition of income beyond the exercise date of a
Nonqualified Option or beyond the date that a Share received upon the exercise
of an Incentive Stock Option is sold.”


 


Section 5. Amendment to 7.A of the Plan. Section 7.A of the Plan
is hereby amended and restated to read as follows:


 


“A.          The purchase price per Share deliverable upon
the exercise of an Option shall not be less than 100% of the Fair Market Value
of a Share on the date the Option is granted to an Optionee and shall not be
less than 110% of the Fair Market Value of a Share on the date an Incentive
Stock Option is granted to an Optionee-Shareholder.”


 


Section 6. Amendment to 13.A of the Plan. Section 13.A of the
Plan is hereby amended to add the following language at the end of such
section:


 


“, provided that in each case the number of shares subject to the
substituted or assumed Option and the exercise price thereof shall be
determined in a manner that satisfies the requirements of Treasury Regulation
1.424-1 and the regulations issued under Section 409A of the Code so that the
substituted or assumed option is not deemed to be a modification of the
outstanding Option.”


 


Section 7. Deletion of Section 13.C of the Plan. Section 13.C of
the Plan is hereby deleted in its entirety.


 


Section 8.  Effectiveness. This Amendment shall be
deemed effective as of the date first written above, as if executed on such
date. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Plan,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect and shall be otherwise unaffected.


 


2

















 


Section 9.  Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.


 


IN WITNESS WHEREOF,
the Company has caused this Amendment to be signed by its duly authorized
officers effective as of the day and year first written above.


 


	
   

  	
  WILLOW FINANCIAL BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph T. Crowley

  	
   

  	
  By:

  	
  /s/ Donna M. Coughey

  	
   

  
	
  Name:

  	
  Joseph T. Crowley

  	
  Name:

  	
  Donna M. Coughey

  
	
  Title:

  	
  Secretary

  	
  Title:

  	
  President and Chief Executive Officer

  
							



 


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