EX-10.1






Exhibit 10.1




AMENDMENT TO EMPLOYMENT AGREEMENT



This Amendment to Employment Agreement is dated this            day of                     , 2008, by and
between                      (“Officer”) and First National Bank of Pennsylvania (“Company”) and
provides as follows:




WITNESSETH



WHEREAS, the Officer and the Company are parties to that certain Employment Agreement entered into
as of                      (the “Employment Agreement”); and



WHEREAS, the Company and the Officer desire to amend the Employment Agreement to incorporate the
requirements of Internal Revenue Code Section 409A.



NOW, THEREFORE, in consideration of the mutual promises set forth in this Amendment and intending
to be legally bound, the parties agree as follows:





	1.	 	Recitals
	 
	 	 	The parties incorporate by reference the above recitals as if fully set forth in this
section.
	 
	2.	 	Amendments
	 
	 	 	The Employment Agreement is amended as follows:






	 	A.	 	Payments to be made under the Agreement in monthly installments shall commence
with the next regular payroll period following the Officer’s termination of employment
and will continue at intervals consistent with the Company’s payroll practices, subject
to Paragraph B below.
	 
	 	B.	 	The commencement of any benefit payable under the Agreement as a result of the
Officer’s termination of employment for any reason will be delayed for six months if
necessary to comply with Code Section 409A(a)(2)(B). If such a delay is required, the
benefits that otherwise would have been paid during the six-month period will be
accumulated and paid in a lump sum on the first day when payments may commence under
Code Section 409A.
	 
	 	C.	 	For purposes of applying the provisions of Code Section 409A and regulations
issued pursuant thereto, the Officer’s right to receive amounts that are payable in
installments under the terms of this Employment Agreement shall be treated as a right
to a series of separate payments.
	 
	 	D.	 	The definition of “Good Reason” under the Agreement shall be interpreted in a
manner consistent with Code Section 409A and will include the requirements that




 









 






	 	 	 	(i) the Officer’s employment terminate within two years following the initial
existence of the condition and (ii) the Officer shall provide notice to the Company
of the existence of the condition within 90 days of the initial existence of the
condition, and the Company shall have 30 days during which it may remedy the
condition.






	3.	 	Successors and Assigns.
	 
	 	 	This Amendment shall extend to and bind the parties hereto and their successors and assigns.
	 
	4.	 	Governing Law.
	 
	 	 	This Amendment is governed, construed, and enforced under the internal laws of the
Commonwealth of Pennsylvania except with respect to its conflicts of laws principles.
	 
	5.	 	Captions.
	 
	 	 	The captions contained in this Amendment are inserted for convenience and reference only and
in no way define, limit, or describe the scope, intent, or proper construction of this
Amendment in any particular paragraph or section.
	 
	6.	 	Amendments.
	 
	 	 	Any modifications, amendments, alterations, or addenda to this Amendment must be in writing
and signed by all parties to this Amendment.




IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their hands and seals,
with authority therefore, effective as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	FIRST NATIONAL BANK OF PENNSYLVANIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert V. New, Jr.	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Officer