EXHIBIT 10.2


 


AGREEMENT


 


AGREEMENT,
dated as of May 1, 2004, between Willow Grove Bank (the “Bank”), a federally
chartered savings bank, and Frederick A. Marcell Jr. (the “Executive”).


 


WITNESSETH


 


WHEREAS, the
Executive is presently an officer of Willow Grove Bancorp, Inc. (the
“Corporation”) and the Bank (together, the “Employers”);


 


WHEREAS, the
Employers desire to be ensured of the Executive’s continued active
participation in the business of the Employers;


 


WHEREAS, the
Corporation and the Bank desire to enter into separate agreements with the
Executive with respect to his employment by each of the Employers; and


 


WHEREAS, in
order to induce the Executive to remain in the employ of 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 Bank in the event that his employment with the Bank 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 the Base Salary and cash bonus paid to the Executive by the
Employers or any subsidiary thereof during the most recent five calendar years
preceding the Date of Termination.


 


(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 , willful conduct which is materially detrimental
(monetarily or otherwise) to the Employers  or material breach of any provision of
this Agreement.


 


(d)                                 Change in Control of the Corporation.  “Change in Control of the Corporation” shall
mean the occurrence of any of the following: 
(i) the acquisition of control of the Corporation 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 Securities Exchange Act of 1934, as amended
(“Exchange Act”), or any successor thereto, whether or not any class of
securities of the Corporation is registered under the Exchange Act;
(iii) any “person” (as such term is used in Sections 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 securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation’s then outstanding securities; or (iv) during any period of three
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Corporation 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.


 


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(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 or for Disability, the date
specified in the Notice of Termination, and (ii) if the Executive’s employment
is terminated for any other reason, the date on which a Notice of Termination
is given or as specified in such Notice.


 


(g)                                 Disability.  Termination by the Bank of the Executive’s employment based on
“Disability” shall mean termination because of any physical or mental
impairment which qualifies the Executive for disability benefits under the
applicable long-term disability plan maintained by the Employers or any
subsidiary or, if no such plan applies, which would qualify the Executive for
disability benefits under the Federal Social Security System.


 


(h)                                 Good Reason.  Termination by the Executive of the Executive’s employment for
“Good Reason” shall mean termination by the Executive  within twenty-four (24)
months following a Change in Control of the Corporation based on:


 


(i)                                     Without
the Executive’s express written consent, the failure to elect or to re-elect or
to appoint or to re-appoint the Executive to the offices of President and Chief
Executive Officer of the Employers or a material adverse change made by the
Employers in the Executive’s functions, duties or responsibilities as President
and Chief Executive Officer of the Employers;


 


(ii)                                  Without
the Executive’s express written consent, a reduction by either of the Employers
in the Executive’s Base Salary as the same may be increased from time to time
or, except to the extent permitted by Section 3(b) hereof, a reduction in the
package of fringe benefits provided to the Executive, taken as a whole;


 


(iii)                               The
principal executive office of either of the Employers is relocated outside of
the Maple Glen, Pennsylvania area or, without the Executive’s express written
consent, either of the Employers require the Executive to be based anywhere
other than an area in which the Employers’ principal executive office is
located, except for required travel on business of the Employers to an extent
substantially consistent with the Executive’s present business travel
obligations;


 


(iv)                              Any
purported termination of the Executive’s employment for Disability or
Retirement which is not effected pursuant to a Notice of Termination satisfying
the requirements of paragraph (j) below; or


 


(v)                                 The
failure by the Bank to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 9 hereof.


 


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


 


(j)                                     Notice of Termination.  Any purported termination of the Executive’s
employment by the Bank 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 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 Executive’s
employment under the provision so indicated, (iii) specifies a Date of
Termination, which shall be not less than thirty (30) nor more than ninety (90)
days after such Notice of Termination is given, except in the case of the
Bank’s termination of Executive’s employment for Cause, which shall be
effective immediately; and (iv) is given in the manner specified in Section 10
hereof.


 


(k)                                  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.


 


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2.                                      Term
of Employment.


 


(a)                                  The
Bank hereby employs the Executive as President 
and Chief Executive Officer and the Executive hereby accepts said
employment and agrees to render such services to the Bank on the terms and
conditions set forth in this Agreement. 
The term of employment under this Agreement shall be for two years,
commencing on the date of this Agreement and, upon approval of the Board of
Directors of the Bank, shall extend for an additional year on each annual
anniversary of the date of this Agreement such that at any time the remaining
term of this Agreement shall be from one to two years in the absence of notice
to the contrary.  Prior to the first
annual anniversary of the date of this Agreement and each annual anniversary
thereafter, the Board of Directors of the Bank shall consider and review (after
taking into account all relevant factors, including the Executive’s performance
hereunder) an extension of the term of this Agreement, and the term shall
continue to extend each year if the Board of Directors approves 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 anniversary date. If the Board of
Directors elects not to extend the term, it shall give written notice of such
decision to the Executive not less than thirty (30) days prior to any such
anniversary date.  If any party gives
timely notice that the term will not be extended as of any annual anniversary
date, 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 Bank as may be consistent with his titles and from time to time
assigned to him by the Bank’s Board of Directors.


 


3.                                      Compensation
and Benefits.


 


(a)                                  The
Employers shall compensate and pay the Executive for his services during the
term of this Agreement at a minimum base salary of $244,800 per year (“Base
Salary”), 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.  In addition to his Base Salary, the Executive shall be entitled
to receive during the term of this Agreement such bonus payments as may be
determined by the Boards of Directors of the Employers.


 


(b)                                 During
the term of this Agreement, the Executive shall be entitled to participate in
and receive the benefits of any pension or other retirement benefit plan,
profit sharing, stock option, employee stock ownership, or other plans,
benefits and privileges given to employees and executives of the Employers, to
the extent commensurate with his then duties and responsibilities, as fixed by
the Boards of Directors of the Employers. 
The Bank 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 Bank and does not result in a proportionately greater
adverse change in the rights of or benefits to the Executive as compared with
any other executive officer of the Bank. 
Nothing paid to the Executive under any plan or arrangement presently in
effect or made available in the future shall be deemed to be in lieu of the
salary payable to the Executive pursuant to Section 3(a) hereof.


 


(c)                                  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 Boards of Directors of the Employers. 
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.


 


(d)                                 In
the event the Executive’s employment is terminated due to Disability or
Retirement, the Employers shall provide continued life, medical and dental
coverage substantially identical to the coverage maintained by the Employers
for the Executive immediately prior to his termination.  Such coverage shall be provided for the
period otherwise remaining in the term of this Agreement but for such Disability
or Retirement and thereafter shall continue if, and to the extent, provided by
the Employers’ policies in existence at such time.


 


(e)                                  In
the event of the Executive’s death during the term of this Agreement, the
Employers shall provide to the Executive’s spouse for the remaining term of
this Agreement continued medical and dental coverage substantially identical to
the coverage maintained by the Employers for the Executive immediately prior to
his death.


 


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(f)                                    The
Executive’s compensation, benefits and expenses shall be paid by the
Corporation and the Bank in the same proportion as the time and services
actually expended by the Executive on behalf of each respective Employer.


 


(g)                                 During
the term of this Agreement, the Executive will be entitled to participate in
the supplemental executive retirement plan of the Employers established for the
Executive’s benefit in July 1998.


 


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, including, but not by way of limitation, automobile expenses and
other traveling expenses, and all reasonable entertainment expenses (whether
incurred at the Executive’s residence, while traveling or otherwise), 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.


 


5.                                      Termination.


 


(a)                                  The
Bank 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)                                 In
the event that (i) the Executive’s employment is terminated by the Bank for
Cause or (ii) the Executive terminates his employment hereunder other than for
Disability, Retirement, death or Good Reason, 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)                                  In
the event that the Executive’s employment is terminated as a result of
Disability, Retirement or the Executive’s death during the term of this
Agreement, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination, except as provided for in Sections 3(d) and 3(e) hereof.


 


(d)                                 In
the event that (i) the Executive’s employment is terminated by the Bank for other
than Cause, Disability, Retirement or the Executive’s death or (ii) such
employment is terminated by the Executive (a) due to a material breach of this
Agreement by the Bank, which breach has not been cured within fifteen (15) days
after a written notice of non-compliance has been given by the Executive to the
Employers, an amount equal to the Executive’s then current Base Salary for the
period of time of the otherwise remaining term of this Agreement when and as
such amount would be payable under the terms of this Agreement as if the
Executive continued to be an employee pursuant to the terms hereof; provided,
however, that this Section 5(d) shall not be applicable if the termination of
employment occurs concurrently with or subsequent to a Change in Control of the
Corporation.


 


(e)                                  In
the event that (i) the Executive’s employment is terminated concurrently with
or subsequent to a Change in Control of the Corporation 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 Bank shall, subject to the
provisions of Section 6 hereof, if applicable


 


(A)                              pay
to the Executive, in either thirty-six (36) equal monthly installments
beginning with the first business day of the month following the Date of
Termination or in a lump sum within five business days of the Date of
Termination (at the Executive’s election), a cash severance amount equal to
three (3) times that portion of the Executive’s Average Annual Compensation paid
by the Bank, and


 


(B)                                maintain
and provide for a period ending at the earlier of (i) two years 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, disability insurance and other employee benefit
plans, programs and arrangements offered by the Bank in which the Executive was
entitled to participate immediately prior to the Date of Termination (excluding
(x) stock option and restricted stock plans of the Employers, (y) bonuses
and other items of cash compensation included in Average Annual Compensation
and (z) other benefits, or portions thereof, included in Average Annual


 


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Compensation),
provided that in the event that the Executive’s participation in any plan,
program or arrangement as provided in this subparagraph (B) is barred, or
during such period any such plan, program or arrangement is discontinued or the
benefits thereunder are materially reduced, the Bank shall arrange to provide
the Executive with benefits substantially similar to those which the Executive
was entitled to receive under such plans, programs and arrangements immediately
prior to the Date of Termination.


 


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 Bank, would constitute a “parachute payment” under Section
280G of the Code, the payments and benefits payable by the Bank pursuant to
Section 5 hereof shall be reduced, in the manner determined by the Executive,
by the amount, if any, which is the minimum necessary to result in no portion
of the payments and benefits payable by the Bank under Section 5 being
non-deductible to the Bank pursuant to Section 280G of the Code and subject to
the excise tax imposed under Section 4999 of the Code.  The parties hereto agree that the present
value of the payments and benefits payable pursuant to this Agreement to the
Executive upon termination shall be limited to three times the Executive’s
Average Annual Compensation.  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 Bank’s independent public accountants and paid by the Bank.  Such counsel shall be reasonably acceptable
to the Bank and the Executive; 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 herein 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(e)(B)(iii) 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 Bank
hereunder to the Executive shall be subject to the withholding of such amounts,
if any, relating to tax and other payroll deductions as the Bank may reasonably
determine should be withheld pursuant to any applicable law or regulation.


 


9.                                      Assignability.  The Bank 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 Bank may hereafter merge or
consolidate or to which the Bank 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 Bank 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.


 


10.                               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
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below:


 


	
  To the Bank:

  	
   

  	
  Secretary

  
	
   

  	
   

  	
  Willow Grove
  Bank

  
	
   

  	
   

  	
  Welsh &
  Norristown Roads

  
	
   

  	
   

  	
  Maple Glen,
  Pennsylvania  19002-8030

  
	
   

  	
   

  	
   

  
	
  To the
  Corporation:

  	
   

  	
  Secretary

  
	
   

  	
   

  	
  Willow Grove
  Bancorp, Inc.

  
	
   

  	
   

  	
  Welsh &
  Norristown Roads

  
	
   

  	
   

  	
  Maple Glen,
  Pennsylvania  19002-8030

  



 


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  To the
  Executive:

  	
   

  	
  Frederick A.
  Marcell Jr.

  
	
   

  	
   

  	
  1316
  Larchmont Place

  
	
   

  	
   

  	
  Mount
  Laurel, New Jersey 08054

  



 


11.                               Amendment;
Waiver.  No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and such officer or officers as may be specifically designated by the Board of
Directors of the Bank 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.


 


12.                               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.


 


13.                               Nature
of Obligations.  Nothing contained
herein shall create or require the Bank 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 Bank hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Bank.


 


14.                               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.


 


15.                               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.


 


16.                               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.


 


17.                               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)                                  If
the Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Employers’ affairs pursuant to 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 its obligations under this Agreement
were suspended, and (ii) reinstate (in whole or in part) any of its obligations
which were suspended.


 


(b)                                 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.


 


(c)                                  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.


 


(d)                                 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 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


 


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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.


 


18.                               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 Federal Deposit Insurance Act (12
U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12
C.F.R. Part 359.  In the event of
the Executive’s termination of employment with the Bank for Cause, all
employment relationships and managerial duties with the Bank shall immediately
cease regardless of whether the Executive remains in the employ of the
Corporation following such termination. 
Furthermore, following such termination for Cause, the Executive will
not, directly or indirectly, influence or participate in the affairs or the
operations of the Bank.


 


19.                               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.


 


20.                               Entire
Agreement.  This Agreement embodies
the entire agreement between the Bank and the Executive with respect to the
matters agreed to herein.  All prior
agreements between the Bank and the Executive with respect to the matters
agreed to herein are hereby superseded and shall have no force or effect.  Notwithstanding the foregoing, nothing
contained in this Agreement shall affect the agreement of even date being
entered into between the Corporation and the Executive.


 


 


IN WITNESS
WHEREOF, this Agreement is effective as of the date first above written.


 


	
  Attest:

  	
  WILLOW GROVE  BANK

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  /s/Mary R.
  Rossi

  	
   

  	
  By:

  	
   /s/William
  W, Langan

  	
   

  
	
   

  	
   

  	
   

  	
  William W.
  Langan

  	
   

  
	
   

  	
   

  	
   

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  EXECUTIVE

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/Frederick
  A. Marcell Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Frederick A.
  Marcell Jr.

  	
   

  
							



 


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