Exhibit 10.5


 


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 G. Richard Bertolet (the “Officer”).


 


WITNESSETH


 


WHEREAS, the Officer
is currently employed as The Middle Market Manager of the Bank pursuant to an
employment agreement between the Bank and the Officer entered into as of June
8, 2007 (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 remain in the employ of the Employer and in
consideration of the Officer’s agreeing to remain in the employ of 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)                                 Base Salary. “Base Salary” shall have the
meaning set forth in Section 3(a) hereof.


 


(c)                                  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.


 


(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., a Pennsylvania corporation and the parent holding company of the
Bank.


 


(f)                                    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.


 


(g)                                 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.


 


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


 


(i)                                     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)                                     any
material breach of this Agreement by the Bank, including without limitation any
of the following: (A) a material diminution in the Officer’s base compensation,
(B) a material diminution in the Officer’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 Officer is
required to report, or


 


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


 


provided, however, that prior
to any termination of employment for Good Reason, the Officer must first
provide written notice to the Bank within ninety (90) days of the initial
existence of the condition, describing the existence of such condition, and the
Bank shall thereafter have the right to remedy the condition within thirty (30)
days of the date the Bank received the written notice from the Officer. 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 Officer may deliver a Notice of Termination for Good Reason at any
time within sixty (60) days following the expiration of such cure period.


 


2

















 


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


 


(k)                                  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 19(a) hereof; and (iv) is given in the manner specified in
Section 11 hereof.


 


(l)                                     Retirement. “Retirement” shall mean
voluntary termination by the Officer 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 Officer as Middle Market Manager, and the Officer
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 Officer’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 Officer
gives written notice to the Employer of the Officer’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 Officer
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 Officer shall perform such 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 Officer shall devote his best efforts and his full time effort
to the affairs and business of the Employer.


 


3.                                      Compensation
and Benefits.


 


(a)                                  Base Salary. The Employer shall compensate and pay the Officer
for his services during the term of this Agreement at a minimum base salary of
$195,000 per year (“Base Salary”), 


 


3

















 


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 Officer’s express written
consent. In addition to his Base Salary, the Officer 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 Officer
shall be entitled to participate in and receive the benefits of any pension or
other retirement benefit plan (excluding supplemental retirement plans), profit
sharing, stock option, employee stock ownership, or other plans, benefits and
privileges given to employees 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 Officer’s rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all officers
of the Employer and does not result in a disproportionately greater adverse
change in the rights of or benefits to the Officer as compared with any other officer
of the Employer. Nothing paid to the Officer 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 Officer pursuant to Section 3(a) hereof.


 


(c)                                  Paid Time Off. During the term of this Agreement, the Officer
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 Officer
shall not be entitled to receive any additional compensation from the Employer
for failure to utilize such paid time off, nor shall the Officer 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 Officer or otherwise provide for or pay
for all reasonable expenses incurred by the Officer 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 Officer, the Employer shall reimburse the Officer 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 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)                                 For Cause. In the event that the Officer’s employment is
terminated by the Employer for Cause, the Officer shall have no right pursuant
to this Agreement to compensation or other benefits for any period after the
applicable Date of Termination.


 


4

















 


(c)                                  Voluntary Termination by the Officer. In the event the Officer
terminates his employment hereunder other than for death, Disability,
Retirement or 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.


 


(d)                                 Death. In the event the Officer’s employment hereunder is
terminated due to death, neither the Officer 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 Officer’s employment hereunder
is terminated due to Disability, the Officer shall be entitled to receive any
disability benefits provided under any disability plan maintained by the
Employer. Other than as set forth above, the Officer 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 Officer’s employment hereunder
is terminated due to Retirement, the Officer 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 Officer’s
employment is terminated by the Employer for other than Cause, Disability,
Retirement or the Officer’s death or (ii) such employment is terminated by the Officer
for Good Reason, then the Employer shall pay to the Officer, within thirty (30)
days following the Date of Termination, a cash severance amount equal to one
times the Officer’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 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 Section 6 hereof,
if applicable,


 


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


 


(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 offered by the Employer 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 5(h)(B) shall be payable at such times and in such amounts as if
the Officer was still 


 


5

















 


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; and


 


(C)                                pay
to the Officer, 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 Officer for a period of twelve (12) months pursuant
to any other employee benefit plans, programs or arrangements offered by the
Employer in which the Officer 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 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 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 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 6, or a reduction in the payments and benefits specified in
Section 5 below zero.


 


7.                                      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, nor shall the amount of any such
benefits be reduced by any 


 


6

















 


compensation earned by the Officer 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 Officer 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 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.


 


9.                                      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.


 


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


 


7

















 


(e)                                  The
Officer 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 Officer 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 Officer 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 Officer’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 Officer 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 Officer’s employment.


 


(g)                                 The
Officer 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 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 9(a), (b), (c), (f) and
(g) 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.


 


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 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.


 


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 


 


8

















 


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:

  	
   

  	
  G. Richard Bertolet

  
	
   

  	
   

  	
  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 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.


 


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 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.


 


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.


 


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.


 


9

















 


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 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.


 


10

















 


20.                               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.


 


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 Officer’s
termination is resolved in favor of the Officer, whether by judgment,
arbitration or settlement, the Officer shall be entitled to the payment of
(a) all legal fees incurred by the Officer 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 Officer
under this Agreement.


 


22.                               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, the agreements between the parties dated July 1,
2005 and January 20, 2005, and the agreement dated July 3, 2003 between Chester
Valley Bancorp, Inc., First Financial and the Officer.


 


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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OFFICER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.
  Richard Bertolet

  
	
   

  	
   

  	
  G. Richard
  Bertolet

  
					



 


11