Exhibit
10.10


 


 


WILLOW GROVE BANCORP, INC.


 


Deferred Compensation Plan


 

















 


WILLOW GROVE BANCORP, INC.


 


Deferred Compensation Plan


 


	
  1.

  	
  Purposes

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Deferral
  Accounts For Non-Stock-Denominated Awards

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Deferral Accounts For Stock-Denominated
  Awards

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Settlement of Deferral Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Provisions Relating to Section 16 of the
  Exchange Act

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Sources
  of Stock: Limitation on Account of Stock-Denominated Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Amendment/Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  General
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Effective
  Date

  	
   

  



 


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WILLOW GROVE BANCORP, INC.


 


Deferred Compensation Plan


 


 


1.             Purposes.  The purpose of this Deferred
Compensation Plan (the “Plan”) is to provide Non-Employee Directors of Willow
Grove Bancorp, Inc. (the “Company”) and its Subsidiaries as well as certain
members of the Company’s senior management team with the opportunity to elect
to defer receipt of specified portions of their compensation and to have such
deferred amounts treated as if invested in specified investment vehicles.


 


2.             Definitions.  In addition to the terms defined in
Section 1 above, the following terms used in the Plan shall have the meanings
set forth below:


 


(a)           “Administrator” shall
mean such person or persons designated pursuant to Section 3(b) hereof to whom
the Committee has delegated authority to take action under the Plan, except as
may be otherwise required under Section 9 hereof.


 


(b)           “Beneficiary” shall
mean any person (which may include trusts and is not limited to one person) who
has been designated by the Participant in his or her most recent written
beneficiary designation form filed with the Company to receive the benefits
specified under the Plan in the event of the Participant’s death.  If no Beneficiary has been designated or if
no designated Beneficiary survives the Participant’s death, then the Beneficiary
shall mean the Participant’s estate.


 


(c)           “Change in Control”
shall be deemed to have occurred if: (i) the acquisition of control of the
Company as defined in 12 C.F.R. §574.4, unless a presumption of control is
successfully rebutted or unless the transaction is exempted by 12 C.F.R. §574.3(c)(vii),
or any successor to such sections; (ii) an event that would be required to be
reported in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of
Regulation 14A pursuant to the Exchange Act (as defined below), whether or not
any class of securities of the Company is registered under the Exchange Act;
(iii) any “person” (as such term is used in Section 13(d) and 14(d) of the
Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of the securities of the
Company representing 20% or more of the combined voting power of the Company’s
then outstanding securities; or (iv) during any period of three (3) consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by stockholders, of
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.


 


(d)           “Code” shall mean the
Internal Revenue Code of 1986, as amended. References to any provision of the
Code or regulation (including proposed regulation) thereunder shall include any
successor provisions or regulations.


 


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(e)           “Committee” shall mean
the Compensation Committee of the Board of Directors of the Company.


 


(f)            “Deferral Account(s)”
shall mean Non-Stock-Denominated Deferral Accounts and Stock-Denominated
Deferral Accounts, singularly or collectively, as appropriate.  Deferral Accounts will be maintained solely
as bookkeeping entries by the Company to evidence the unfunded obligations of
the Company hereunder.


 


(g)           “Disability” shall mean
any physical or mental impairment which qualifies the Participant for
disability benefits under the applicable long-term disability plan maintained
by the Company (or any Subsidiary) or, if no such plan applies, which would
qualify the Participant for disability benefits under the long-term disability
plan maintained by the Company, if such individual were covered by that plan.


 


(h)           “Employee” means any
person who is employed by the Company or any of its Subsidiaries, including
employees who may also be directors of the Company or its Subsidiaries.


 


(i)            “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.  References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.


 


(j)            “Non-Employee
Director” means a member of the Board of Directors of the Company or the Board
of Directors of the Willow Grove Bank or any successor thereto who is not an
Employee.


 


(k)           “Non-Stock-Denominated
Deferral Account” shall mean the accounts or sub-accounts established and
maintained by the Company for specified deferrals made by a Participant
pursuant to Section 6 hereof.


 


(l)            “Participant” shall
mean any Non-Employee Director of the Company or any Subsidiary or any Employee
of the Company or any Subsidiary who is designated by the Company’s Board of
Directors or the Committee as eligible to participate in this Plan and who
makes an election to participate in the Plan.


 


(m)          “Restricted Stock Award”
shall mean awards granted pursuant to the Company’s 1999 and 2002 Recognition
and Retention Plans or any similar and/or successor plans.


 


(n)           “Retirement” shall mean
termination of employment or separation of service for a Non-Employee Director
by a Participant on or after the age of fifty-five (55).


 


(o)           “Stock” shall mean the
Common Stock, with a par value of $0.01 per share, of Willow Grove Bancorp,
Inc. or any other equity securities of the Company designated by the Committee.


 


(p)           “Stock-Denominated
Awards” shall mean a Restricted Stock Award or similar type of award which has
been made pursuant to a plan or arrangement which has been approved


 


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by the Company’s shareholders and which is determined by the Committee
to be appropriate for deferral under the terms of this Plan.


 


(q)           “Stock-Denominated
Deferral Account” shall mean the accounts or sub-accounts established and
maintained by the Company for specified deferrals made by a Participant
pursuant to Section 7 hereof.


 


(r)            “Subsidiary” or “Subsidiaries” means
Willow Grove Bank and any of the subsidiaries of the Company or Willow Grove
Bank which, with the consent of the Board, agree to participate in this Plan.


 


(s)           “Trust” shall mean the
trust or trusts established by the Company pursuant Sections 6 and 7 hereof.


 


(t)            “Trustee(s)” shall
mean the trustee(s) of the Trust(s).


 


(u)           “Trust Agreement” shall
mean the agreement(s) entered into between the Company and the Trustee(s), as
amended or restated from time to time.


 


(v)           “Valuation Date” shall
mean the close of business on the last business day of each calendar quarter;
provided however, that in the case of termination of service for reasons other
than Retirement, death or Disability, the Valuation Date shall mean the close
of business on the last day of business of the month in which service
terminates, and in the case of a Change in Control of the Company, the
Valuation Date shall be the effective date of such Change in Control.


 


3.             Administration.


 


(a)           Committee
Authority.  The Committee shall
administer the Plan in accordance with its terms and shall have all powers
necessary to accomplish such purpose, including the power and authority to
construe and interpret the Plan, to define the terms used herein, to prescribe,
amend and rescind rules and regulations, agreements, forms and notices relating
to the administration of the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan.


 


(b)           Delegation
of Duties; Powers.  The Committee
may delegate its duties and responsibilities hereunder, as it deems reasonable
and appropriate, to the Administrator. 
If an Administrator is appointed by the Committee, such Administrator
shall serve at the will of, and may be removed (with or without cause) by the
Committee.  Any actions of the Committee
or the Administrator with respect to the Plan shall be conclusive and binding
upon all persons interested in the Plan, except that any action of the
Administrator will not be binding on the Committee.  The Committee and Administrator may each appoint agents and
delegate thereto powers and duties under the Plan, except as otherwise limited
by the Plan.


 


(c)           Limitation
of Liability.  Each member of the
Committee and the Administrator shall be entitled to, in good faith, rely or
act upon any report or other information furnished to


 


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him or her by any officer or other employee of the Company or any
Subsidiary, the Company’s independent public accountants or any compensation consultant,
legal counsel, or other professional retained by the Company to assist in the
administration of the Plan.  To the
maximum extent permitted by law, no member of the Committee or the
Administrator, nor any person to whom ministerial duties have been delegated,
shall be liable to any person for any action taken or omitted in connection
with the interpretation and administration of the Plan.  To the maximum extent permitted by law, the
Company shall indemnify the members of the Committee and the Administrator
against any and all claims, losses, damages, expenses, including any counsel
fees and costs incurred by them, and any liability, including any amounts paid
in settlement with their approval, arising from their action or failure to act.


 


4.             Participation.  The Administrator will notify each person of
his or her eligibility to participate and the extent to which such person can
participate in the Plan within 30 days of the Committee’s designation that such
person is so eligible to participate in the Plan.


 


5.             Deferrals.


 


(a)           Deferrals.  With the consent of the Committee, a
Participant may elect to defer otherwise taxable compensation, fees or awards
which may be in the form of cash or Stock to be received from the Company or a
Subsidiary, including Stock-Denominated Awards, director’s fees, salary, annual
incentive awards and taxable compensation payable under other plans and
programs, employment agreements or other arrangements or as designated by the
Committee; provided; however, that a Participant who is an Employee may only
defer, with respect to a given year, receipt of only that portion of the
Participant’s salary, fees, annual incentive awards, Stock-Denominated Awards
and compensation payable under all plans and programs, employment agreements or
other arrangements that exceeds the FICA maximum taxable wage base plus the
amount necessary to satisfy Medicare and all other payroll taxes (other than
federal, state or local income tax withholding) imposed on the wages of such
Participant from the Company and its Subsidiaries.  Amounts deferred hereunder shall, subject to the provisions of
Section 8 (d) hereof, not be distributed out of the Deferred Accounts(s) prior
to the date which is five years subsequent to the date of election to
defer.  In addition to such limitation,
and any terms and conditions of deferral set forth under plans and programs,
employment agreements or other such arrangements from which receipt of
compensation or awards is deferred, the Committee may impose limitations on the
amounts permitted to be deferred and other terms and conditions of deferral
under this Plan.  Any such limitations,
and other terms and conditions of deferral, shall be set forth in the rules
relating to this Plan, or election forms, other forms, or instructions
published by the Committee and/or the Administrator.


 


(b)           Elections.  Once an election form, properly completed,
is received by the Company, such election of the Participant shall be
irrevocable; provided however, that the Committee and/or Administrator may, in
its discretion, permit a Participant to elect to increase the amount to be
deferred and credited to a Deferral Account by filing a later election form;
provided, that such later election form is received by the Committee prior to
the applicable election deadline pursuant to Section 5(c) hereof.  Furthermore, upon a Participant’s initial
deferral election, such Participant shall also elect the number of installments
(but not to exceed ten (10) annual installment payments) in which the
settlement of his or her Deferral Account


 


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shall be completed.  An election
to change a Participant’s settlement election must be made, in writing, while
the Participant is an active employee or in the active service of the Company
or its Subsidiaries and prior to the commencement of distribution.  However, the change shall not become
effective until the one (1) year anniversary of such election, provided the
Participant remains in the active employ or service, as the case maybe, of the
Company or its Subsidiary for the entire one (1) year period.


 


(c)           Date
of Election.  An election to defer
compensation or awards hereunder must be received by the Administrator prior to
the date specified by the Administrator; provided however, that unless
otherwise approved by the Committee, any elections to defer (i) salary, fees,
cash compensation and annual incentive awards shall be made on or prior to the
December 31st preceding the calendar year in which such income shall
be earned, and (ii) Restricted Stock Awards shall be made on or prior to the
December 31st preceding the calendar year in which the Restricted
Stock Awards vest.  Notwithstanding the
foregoing, elections to defer compensation or awards hereunder may be made for
services to be performed subsequent to the election (i) within 30 days of the
effective date of this Plan and (ii) within 30 days of the date a Participant
first becomes eligible to participate in this Plan, in each case, such
elections to be effective as of the immediately following payroll period of the
Company.  Under no circumstances may a
Participant defer compensation or awards to which the Participant has already
attained, at the time of deferral, a legally enforceable right to receive such
compensation or awards.


 


6.             Deferral Accounts For Non-Stock-Denominated Awards.  The following provisions will apply to
Deferral Accounts other than those established under Section 7:


 


(a)           Establishment;
Crediting of Amounts Deferred.  A
Non-Stock-Denominated Deferral Account will be established for each Participant
for any deferrals made by a Participant hereunder.  The amount of compensation or awards deferred with respect to
each Non-Stock-Denominated Deferral Account will be credited to such account as
of the date on which such amounts would have been paid to the Participant but
for deferral hereunder.  Amounts
credited to a Non-Stock-Denominated Deferral Account shall be deemed to be
invested in such hypothetical investment vehicles as selected by the
Participant from the list authorized by the Committee pursuant to Section 6(b)
hereof.  The amounts of hypothetical
income and appreciation and depreciation in value of such accounts will be
credited and debited to such accounts from time to time.  Unless otherwise determined by the
Committee, amounts credited to a Non-Stock-Denominated Deferral Account shall
be deemed invested in such hypothetical investment vehicles within fifteen (15)
business days following the month-end in which the deferral occurs.


 


(b)           Hypothetical
Investment Vehicles.  The Committee
shall establish one or more hypothetical investment vehicles under this Plan
and may add to or change or discontinue any hypothetical investment vehicle
included in the list of available hypothetical investment vehicles in its
absolute discretion, provided, however, that the list of hypothetical
investment vehicles for the Non-Stock Denominated Deferral Account shall not
include any investment or hypothetical investment in the Company’s common
stock.


 


(c)           Allocation
and Reallocation of Hypothetical Investments.  A Participant may allocate amounts credited to his or her
Non-Stock-Denominated Deferral Account to one or more


 


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of the hypothetical investment vehicles authorized under the Plan.  Subject to the rules established by the
Administrator, a Participant may reallocate amounts credited to his or her
Non-Stock-Denominated Deferral Account (to be effective as of the Valuation Date
immediately following the Participant’s election) to one or more of such
hypothetical investment vehicles, by filing with the Administrator a
notice,  in such form as may be
specified by the Administrator.  The Committee
or Administrator may restrict allocations or reallocations by specified Participants
into or out of specified investment vehicles or specify minimum amounts that
may be allocated or reallocated by Participants; however, any such allocation
or reallocation shall be made in accordance with all applicable provisions of
the Exchange Act and the regulations promulgated thereunder, including but not
limited to, Section 16(b) and the regulations thereunder.


 


(d)           Investment
Return.  In order to simulate an
investment return for the amounts held in each Participant’s
Non-Stock-Denominated Deferral Account, the account balance shall be reduced
for the reasonable transaction costs associated with the Participant’s
investment directions and be adjusted to recognize the hypothetical income,
appreciation and depreciation generated by the hypothetical investments that
the Non-Stock-Denominated Deferral Account is deemed to be invested in.


 


(e)           Trusts.  The Committee may, in its discretion,
establish one or more Trusts and deposit therein amounts of cash, Stock, or
other property not exceeding the amount of the Company’s obligations with
respect to the Participants’ Non-Stock-Denominated Deferral Account established
under Section 6 hereof.


 


7.             Deferral Accounts For Stock-Denominated
Awards.


 


(a)           Establishment.  Subject to any terms and conditions imposed
by the Committee, Participants may elect to defer, under the Plan, amounts
which would otherwise be taxable income of a Participant as a result of the
exercise, earning, vesting, or such similar event with respect to
Stock-Denominated Awards.  In connection
with such deferral of a Stock-Denominated Award, a Stock-Denominated Deferral
Account shall be established for such Participant.  On terms determined by the Committee, the Stock-Denominated
Deferral Account will, as of the date that taxable income from a
Stock-Denominated Award would otherwise be recognized by a Participant,  be credited with a number of share units
corresponding to the number of shares of Stock represented in the amount of
Stock-Denominated Award being deferred hereunder.  With respect to any fractional shares, the Committee or the
Administrator may pay such fractional shares to the Participant in cash or
credit the Participant’s Non-Stock-Denominated Deferral Account with such
amount in lieu of depositing such fractional shares into the Stock-Denominated
Deferral Account.


 


(b)           Investment
Return.  Hypothetical appreciation
and depreciation in value of the Stock-Denominated Deferral Account shall be
equal to the actual appreciation and depreciation of the Stock.  Cash dividends and distributions with
respect to share units in the Stock-Denominated Deferral Account shall be
credited to a Participant’s Stock-Denominated Deferral Account in the form of
additional share units.


 


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(c)           Allocation
of Hypothetical Investment. 
Stock-Denominated Awards deferred pursuant to this Section 7 shall
continuously be deemed invested in Stock share units until settlement of the
Stock-Denominated Deferral Account pursuant to Section 8 hereof and the Participant
shall not be entitled to reallocate Stock-denominated deferrals into any other
hypothetical investments.


 


(d)           Trusts.  The Committee may, in its discretion,
establish one or more Trusts (including sub-accounts under such Trusts), and
deposit therein amounts of cash, Stock, or other property not exceeding the
amount of the Company’s obligations with respect to a Participants’
Stock-Denominated Deferral Account established under Section 7.


 


(e)           Voting
of Plan Shares.  Stock-Denominated
Awards deferred under the Plan shall be voted by the Trustee in its discretion
giving consideration to, among other factors, any instructions which the
Trustee may have received from a Participant.


 


8.             Settlement of Deferral Accounts.


 


(a)           Form
of Payment.  The Company shall
settle a Participant’s Deferral Account, and discharge all of its obligations
to pay deferred compensation under the Plan with respect to such Deferral
Account as follows: (i) by payment of cash or, at the Participant’s election,
in the form of the securities underlying the hypothetical investment vehicle(s)
established under Section 6 for amounts credited to a Non-Stock-Denominated
Deferral Account; and (ii) by delivery of Stock for Stock-Denominated Awards.


 


(b)           Timing
of Payments.  Payments in settlement
of a Deferral Account shall be made as soon as practicable after the earlier of
(x) the date or dates selected for an in-service distribution payment as
indicated pursuant to a Participant’s deferral election and as specified on a
Participant’s election form which is submitted in accordance with Section 5(b)
hereof or (y) Retirement or Disability (including upon the occurrence of other
specified events), and in such number of installments (but not to exceed ten
(10) annual installment payments), as may be directed by the Participant in his
or her election relating to such Deferral Account(s).  As described below, payments in settlement of a Deferral Account
shall be made earlier in the event of termination of employment by the
Participant in the following circumstances:


 


(i)            In
the event of termination of employment or service (including, but not limited
to, death) as a Non-Employee Director for reasons other than Retirement or
Disability, a single lump sum payment in settlement of any Deferral Account (including
a Deferral Account with respect to which one or more installment payments have
previously been made) shall be made as promptly as practicable following the
Valuation Date, unless otherwise determined by the Administrator; or


 


(ii)           In
the event of a Change in Control, payments in settlement of any
Stock-Denominated Deferral Account and Non-Stock Denominated Deferral Account
(including a Deferral Account with respect to which one or more installment
payments have previously been made) shall be made within fifteen (15) business
days following the effective date of such Change in Control.


 


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(c)           Financial Emergency and Other Payments.  Other provisions of the Plan (except Section
9) notwithstanding, if, upon the written application of a Participant, the
Committee determines that the Participant has a financial emergency of such
substantial nature and beyond the individual’s control that payment of amounts
previously deferred under the Plan is warranted, the Committee may direct the
payment to the Participant of all or a portion of the balance of a Deferral
Account and the time and manner of such payment, and the Committee may direct
such payments in other circumstances if, in the exercise of its independent
judgment, it determines that circumstances beyond the individual’s control
warrant such action.


 


9.             Provisions Relating to Section 16 of the
Exchange Act.


 


Compliance with Section 16.  With respect to a Participant who is then
subject to the reporting requirements of Section 16(a) of the Exchange Act:


 


(i)                                     Any
function of the Committee under the Plan relating to such Participant shall be
performed solely by the Committee if and to the extent required to ensure the
availability of an exemption under Rule 16b-3 or exclusion under Rule 16a-1(c)
for such Participant with respect to the Plan.


 


(ii)                                  Participants
may not reallocate amounts credited to any Stock-Denominated Deferral Account
established pursuant to Section 7 hereof.


 


(iii)                               To
the extent necessary so that transactions by and the rights of such a
Participant under the Plan are excluded from reporting under Rule 16a-1(c)
(unless acknowledged by the Participant in writing with respect to a specified
transaction not to be excluded), if any provision of this Plan or any rule,
election form or other form, or instruction does not comply with the
requirements of such rule as then applicable to such transaction or right under
the Plan, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.


 


(iv)                              To
the extent any transaction is not excluded from reporting under Rule 16a-1(c),
the Administrator shall provide such information to the Participant that is
required for the Participant’s compliance with Rule 16a-3(g)(1) within the
applicable time periods.


 


10.          Statements.  The Administrator will furnish
statements to each Participant reflecting the amount credited to a
Participant’s Deferral Account(s) and the transactions therein not less
frequently than once each calendar year.


 


11.          Sources
of Stock:  Limitation on Amount of
Stock-Denominated Deferrals.  If
Stock is deposited under the Plan in a Trust pursuant to Section 7 hereof, in
connection with a deferral of a Stock-Denominated Award under another plan,
program, or other such arrangement


 


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that provides for the issuance of Stock, the Stock so deposited shall
be deemed to have originated from and shall be counted against the number of
shares reserved under such other plan, program or other arrangement.


 


12.          Amendment/Termination.  The Committee may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan
at any time without the consent of Participants, stockholders, or any other
person; provided however, that, without the consent of a Participant, no such
action shall materially or adversely affect the rights of such Participant with
respect to any rights to receive payment of amounts credited to such
Participant’s Deferral Account(s). 
Notwithstanding the foregoing, the Committee, may, at any time and in
its sole discretion, terminate the Plan and distribute to Participants the
amounts credited to their Deferral Accounts. 
Upon the effective date of a Change in Control, this Plan shall
terminate.


 


13.          General Provisions.


 


(a)           Limits on Transfer of Awards.  Other than by will or the laws of descent
and distribution, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or his or her Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment,
levy, execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or engagements, or torts of any Participant or his or
her Beneficiary.  Any attempt to
alienate, sell, transfer, assign, pledge, garnish, attach or take any other
action subject to legal or equitable process or encumber or dispose of any
interest in the Plan shall be void.


 


(b)           Receipt and Release.  Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims for the compensation or awards
deferred and relating to the Deferral Account(s) to which the payments relate
against the Company or any Subsidiary thereof, the Committee, or the
Administrator. The Committee or the Administrator may require a Participant or
Beneficiary, as a condition to a payment, to execute a receipt and release to
such effect.


 


(c)           Unfunded Status of Awards; Creation of
Trusts.  The Plan is intended to
constitute an “unfunded” plan for deferred compensation and Participants shall
rely solely on the unsecured promise of the Company for payment hereunder.  With respect to any payment not yet made to
a Participant under the Plan, nothing contained in the Plan shall give a
Participant any rights greater than those of a general unsecured creditor of
the Company; provided however, that nothing herein shall restrict or prohibit
the Committee from authorizing the creation of Trusts, including but not
limited to the Trusts referred to in Sections 6 and 7 hereof, or make other
arrangements to meet the Company’s obligations under the Plan, which Trusts
and/or other arrangements shall be consistent with the “unfunded” status of the
Plan, unless the Committee otherwise determines with the consent of each
affected Participant.


 


(d)           Compliance.  The Company shall impose such restrictions
on Stock delivered to a Participant hereunder and any other interest
constituting a security as it may deem advisable in order to comply with the
Securities Act of 1933, as amended, the requirements of the Exchange Act, the
requirements of the Nasdaq National Market System or any other stock exchange
or


 


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automated quotation system upon which the Stock is then listed or
quoted, any state securities laws applicable to such a transfer, any provisions
of the Company’s Articles of Incorporation or Bylaws, or any other law,
regulation, or binding contract to which the Company is a party.


 


(e)           Other Participant Rights.  No Participant shall have any of the rights
or privileges of a stockholder of the Company (including voting rights) under
the Plan, including as a result of crediting of Stock equivalents or other
amounts to a Deferral Account, or the creation of any Trust and the deposit of
such Stock thereof, except at such time as Stock may be actually delivered in
settlement of a Deferral Account.  No
provision of the Plan or transaction hereunder shall confer upon any
Participant any right to be employed by the Company or a Subsidiary thereof, or
to interfere in any way with the right of the Company or a Subsidiary to
increase or decrease the amount of any compensation payable to such
Participant.  Subject to the limitations
set forth in Section 13(a) hereof, the Plan shall inure to the benefit of, and
be binding upon, the parties hereto and their successors and assigns.


 


(f)            Tax Withholding.  The Company and any Subsidiary shall have
the right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment. 
Stock or other property may be withheld to satisfy such obligations in
any case where taxation would be imposed upon delivery of such Stock and other
property.


 


(g)           Payment
of Legal Fees.  All reasonable legal
fees and costs paid or incurred by a Participant pursuant to any dispute or
question or interpretation relating to this Plan shall be paid or reimbursed by
the Company if the Participant is successful on the merits pursuant to a legal
judgment, arbitration or settlement.


 


(h)           Governing Law.  The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflicts of laws, and applicable provisions of federal
law.


 


(i)            Limitation.  A Participant and his or her Beneficiary
shall assume all risk in connection with any decrease in value of his or her
Deferral Account(s) and neither the Company, the Committee nor the
Administrator shall be liable or responsible therefor.


 


(j)            Construction.  The captions and numbers preceding the
sections of the Plan are included solely as a matter of convenience of
reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of the Plan. 
Whenever appropriate, words used in the singular shall include the
plural or the plural may be read as the singular.


 


(k)           Severability.  In the event that any provision of the Plan
shall be declared illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions of the Plan but shall be
fully severable, and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein.


 


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(l)            Status.  The establishment and maintenance of, or allocations and credits
to, the Deferral Account(s) of any Participant shall not vest in any
Participant any right, title or interest in and to any Plan assets or benefits
except at the time or times and upon the terms and conditions and to the extent
expressly set forth in the Plan and in accordance with the terms of the Trust.


 


14.          Effective
Date.  The Plan shall be
effective as of October 1, 2003.


 


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