Exhibit 10.18


 


FORM OF


 


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 (the “Bank”), a federally chartered
savings bank and wholly owned subsidiary of Willow Financial Bancorp, Inc. (the
“Corporation”), BeneServ, Inc., a Pennsylvania corporation and wholly owned
subsidiary of the Bank (“BeneServ”), and                      
(the “Executive”).


 


WITNESSETH


 


WHEREAS, the
Executive is currently employed as                                                                   
of BeneServ pursuant to an employment agreement between BeneServ, the Bank and
the Executive entered into as of March 30, 2007 (the “Prior Agreement”);


 


WHEREAS, BeneServ
and the Bank desire 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 Bank and BeneServ
(together the “Employers”) and in consideration of the Executive’s agreeing to
remain in the employ of the Employers, the parties desire to specify the
severance benefits which shall be due the Executive by the Employers in the
event that his employment with the Employers 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 commissions paid to the Executive by the Employers or any subsidiary
thereof during the most recent calendar year proceeding 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 BeneServ, a change in the effective control of BeneServ or a change in the
ownership of a substantial portion of the assets of BeneServ, in each case as
provided under Section 409A of the Code and the regulations thereunder.


 


(e)           Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(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, and (ii) 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 Employers.


 


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


 


(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 Employers, 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 Employers within ninety (90) days of the initial
existence of the condition, describing the existence of such condition, and the
Employers shall thereafter have the right to remedy the condition within thirty
(30) days of the date the Employers received the written notice from the
Executive. If the Employers remedy 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 


 


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Employers do not remedy the
condition within such thirty (30) day cure period, then the Executive 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 Employers 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 fifteen (15)
nor more than ninety (90) days after such Notice of Termination is given,
except in the case of the Employers’ 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 Employers’ retirement policies, including early retirement,
generally applicable to their salaried employees.


 


2.             Term
of Employment.


 


(a)           The Employers hereby employ the
Executive as                                                           
of BeneServ, and the Executive hereby accepts said employment and agrees to
render such services to the Employers on the terms and conditions set forth in
this Agreement. Unless extended as provided in this Section 2, the initial term
of this Agreement shall expire on June 30, 2008. Prior to July 1, 2008 and each
July 1 thereafter, the Boards of Directors of the Employers 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 Boards of Directors
approve  such extension unless the
Executive gives written notice to the Employers 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 Boards of Directors of the Employers
elect not to extend the term, they 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 Employers as may be
consistent with his titles and from time to time assigned to him by the Boards
of Directors of the Employers. 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 Employers.


 


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3.             Compensation
and Benefits.


 


(a)           Base Salary. The
Employers shall compensate and pay the Executive for his services during the
term of this Agreement at a minimum base salary of $          
per year (“Base Salary”), paid in bi-weekly installments, which may be
increased from time to time in such amounts as may be determined by the Boards
of Directors of the Employers and may not be decreased without the Executive’s
express written consent.


 


(b)           Commissions. The
Employers shall pay the Executive commissions determined in accordance with the
policies of BeneServ.


 


(c)           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, or other plans, benefits and privileges given to
employees and executives of the Employers, to the extent commensurate with his
then duties and responsibilities, as fixed by the Boards of Directors of the
Employers, provided that the Executive shall not be entitled to participate in
any supplemental retirement plan, restricted stock plan or employee stock
ownership plan. The Employers 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 Employers 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 Employers. 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.


 


(d)           Vacation. During
the term of this Agreement, the Executive shall be entitled to paid annual
vacation in accordance with the policies as established from time to time by
the Board of Directors of BeneServ. The Executive shall not be entitled to
receive any additional compensation from the Employers for failure to take a
vacation, nor shall the Executive be able to accumulate unused vacation time
from one year to the next, except to the extent authorized by the Boards of
Directors of the Employers.


 


(e)           Proration. The
Executive’s compensation, benefit and expenses shall be paid by the Employers
in the same proportion as the time and services actually expended by the
Executive on behalf of each respective Employer.


 


4.             Expenses.
The Employers 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 Employers,
subject to such reasonable documentation and other limitations as may be
established by the Boards of Directors of the Employers. If such expenses are
paid in the first instance by the Executive, the Employers shall reimburse the
Executive therefor. Such reimbursement shall be paid promptly by the Employers
and in any event no later than March 15 of the year immediately following the
year in which such expenses were incurred.


 


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5.             Termination.


 


(a)           General. The
Employers shall have the right, at any time upon prior Notice of Termination,
to terminate the Executive’s employment hereunder for any reason, including
without 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 Employers 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 Employers. 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 Employers 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 Employers shall pay to the Executive, within thirty (30)
days following the Date of Termination, a lump sum cash severance amount equal
to one times the Executive’s Average Annual Compensation; provided, however,
that this Section 5(g) shall not be applicable if the termination of employment
occurs concurrently with or within twelve (12) months following 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
Employers shall, subject to the provisions of Section 6 hereof, if applicable,


 


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(A)          pay to the Executive,
within thirty (30) days following the Date of Termination, a lump sum cash
severance amount equal to one (1) times the Executive’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 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 Employers in which the
Executive was participating immediately prior to the Date of Termination, provided
that any insurance premiums payable by the Employers or any successors pursuant
to this Section 2(c)(B) shall be payable at such times and in such amounts as
if the Executive was still an employee of the Employers, 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 Employers in any
taxable year shall not affect the amount of insurance premiums required to be
paid by the Employers in any other taxable year; and provided further that if
the Executive’s participation in any group insurance plan is barred, the
Employers 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
Employers 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 Employers 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
Employers in which the Executive was entitled to participate immediately prior
to the Date of Termination (excluding (y) stock option plans, restricted stock
plans, employee stock ownership plans or retirement plans of the Employers and
(z) bonuses and other items of cash compensation), with the projected cost to
the Employers 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 Employer-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 Employers and their affiliates, would constitute a “parachute payment”
under Section 280G of the Code, then the payments and benefits payable by the
Employers 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 Employers
under Section 5 being non-deductible to the Employers 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 


 


6

















 


Section 5 shall be based upon
the opinion of independent counsel selected by the Employers and paid by the
Employers. 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 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 Employers pursuant to
employee benefit plans of the Employers or otherwise.


 


8.             Withholding.
All payments required to be made by the Employers hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Employers 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 Employers, 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 Employers 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 Employers. 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 Employers’
employ relating to methods, processes or other trade secrets or other
Confidential Information.


 


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(c)           The Executive agrees that the Employers
are, 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 Employers, which are
confidential, or which are not readily ascertainable from persons or other
sources outside the Employers.


 


(d)           Until the one-year anniversary of the
date the Executive’s employment is terminated, the Executive shall not,
directly or indirectly, solicit, induce, encourage or attempt to influence (or
cause others to do so) any client, customer or employee of the Employers to
cease to do business with, or to terminate any employee’s employment with, the
Employers, or to transact business with any other entity.


 


(e)           Until the one-year anniversary of the
date the Executive’s employment is terminated, the Executive agrees that,
except with the express written consent of the Employers, he will not, directly
or indirectly, engage or participate in, become a director, officer, employee,
shareholder, principal, agent, consultant or independent contractor 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
Employers which has an office in any of the states of Delaware, New Jersey or
Pennsylvania; 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 an insurance agency, a savings
bank or any other financial institution or financial institution holding
company nor with any other entity or person other than the Employers or the
Corporation.


 


(f)            The Employers 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 Employers, in addition to any other
remedies to which the Employers may be entitled under law. The right to such
injunctive or other equitable relief shall survive the termination of the
Executive’s employment or the termination of this Agreement.


 


(g)           The Executive acknowledges that the
restrictions contained in this Section 9 are reasonable and necessary to
protect the legitimate interests of the Employers and that any violation
thereof would result in irreparable injuries to the Employers. The Executive
acknowledges that, if the Executive violates any of these restrictions, the
Employers are 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 Employers may be entitled. The Executive
further acknowledges that the provisions of this Section 9 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.


 


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10.          Assignability.
The Employers may assign this Agreement and their
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the Employers may hereafter merge or
consolidate or to which the Employers may transfer all or substantially all of their
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
Employers 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
  Employers:

  	
   

  	
  Secretary

  
	
   

  	
   

  	
  Willow
  Financial Bank

  
	
   

  	
   

  	
  170 S.
  Warner Road, Suite 300

  
	
   

  	
   

  	
  Wayne,
  Pennsylvania 19087

  
	
   

  	
   

  	
   

  
	
  To the
  Executive:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the
  address last appearing on

  
	
   

  	
   

  	
  the
  personnel records of the Employers

  



 


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 Boards of Directors of the Employers to sign on their
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 Employers 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 Employers 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 Employers hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Employers.


 


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.


 


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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.


 


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
Employers’ 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 Employers’ 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 Employers may, in their
discretion:  (i) pay the Executive all or
part of the compensation withheld while their obligations under this Agreement
were suspended, and (ii) reinstate (in whole or in part) any of their
obligations which were suspended.


 


(c)           If the Executive is removed from
office and/or permanently prohibited from participating in the conduct of the
Employers’ 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
Employers under this Agreement shall terminate as of the effective date of the
order, but vested rights of the Executive and the Employers 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 Employers 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 


 


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continued operation of the
Employers 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 Executive and the
Employers 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 and BeneServ shall
immediately cease.


 


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 Employers and the Executive with respect to the matters
agreed to herein. All prior agreements between the Employers and the Executive
with respect to the matters agreed to herein, including the Prior Agreement,
are hereby superseded and shall have no force or effect.


 


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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

  	
   

  
	
  Secretary

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BENESERV,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Russ
  Carlson, President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


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