Exhibit 10.3


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN


GREATER DELAWARE VALLEY SAVINGS BANK


(doing business as Alliance Bank)


and


William McGrath


 


THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”) is dated this 17th day of December 2014 between Greater Delaware Valley Savings
Bank, a Pennsylvania-chartered savings bank doing business as Alliance Bank (the “Bank”), and William McGrath (the
“Executive”). The Bank is a wholly owned subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation
(“Alliance Bancorp”). Alliance Bancorp and the Bank are collectively referred to herein as the “Employers”.


 


WITNESSETH


 


WHEREAS, the Executive
is presently employed as the Senior Vice President and Chief Lending Officer of each of the Employers;


 


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


 


WHEREAS, the Bank and
the Executive have previously entered into an employment agreement originally dated September 19, 2012 (the “Prior Agreement”);


 


WHEREAS, the Bank desires
to amend and restate the Prior Agreement with respect to the term of the agreement and to reflect the Executive’s current
Base Salary; 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 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)          Annual
Compensation. The Executive’s “Average Annual Compensation” for purposes of this Agreement shall be deemed
to mean the average level of compensation paid to the Executive by the Employers or any subsidiary thereof during the most recent
five taxable years preceding the year in which the Date of Termination occurs and which was either (i) included in the Executive’s
gross income for tax purposes, including but not limited to Base Salary, bonuses and amounts taxable to the Executive under any
qualified or non-qualified employee benefit plans of the Employers, or (ii) deferred at the election of the Executive.


 




    	 



    	 



    

 


(b)          Base
Salary. “Base Salary” shall have the meaning set forth in Section 3(a)


 


(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 a material breach of any provision of this Agreement.


 


(d)          Change
in Control. “Change in Control” shall mean a change in the ownership of Alliance Bancorp or the Bank, a change
in the effective control of Alliance Bancorp or the Bank or a change in the ownership of a substantial portion of the assets of
Alliance Bancorp or the Bank, 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
or for Disability, 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 the Notice of Termination.


 


(g)          Disability.
Termination by the Employers of the Executive’s employment based on “Disability” will mean termination because
of any medically determinable 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, provided that in each case the medically determinable physical
or mental impairment can be expected to result in death or can be expected to last for a continuous period of not less than 12
months.


 


(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 based upon the occurrence of any of the following
events:


 


(i) any material
breach of this Agreement by the Bank, including without limitation any of the following: (A) a material diminution in the 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 (as in effect immediately prior to
the date of the Change in Control) to whom the Executive is required to report immediately prior to the Change in Control, or


 


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


 




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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 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.


 


(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 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 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 the 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.


 


2.           Term
of Employment.


 


(a)          The
Bank hereby employs the Executive as its Senior Vice President and Chief Lending 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 current
term of this Agreement expires on June 30, 2016 and shall be extended as of June 30, 2015 for an additional one year without any
further action by the Bank, subject to earlier termination as provided herein. Thereafter, beginning on June 30, 2016, and on each
June 30 annual anniversary thereafter, the term of this Agreement shall be extended for a period of one year (such that at any
time thereafter the remaining term of this Agreement shall be from one to two years) provided that neither the Bank nor the Executive
has given notice to the other party hereto in writing at least 60 days prior to such June 30 annual anniversary date that the term
of this Agreement shall not be extended further. References herein to the term of this Agreement shall refer to both the initial
term and such extended terms. The Board of Directors of the Bank shall review on a periodic basis (and no less frequently than
annually) whether to permit further extensions of the term of this Agreement. If either party hereto gives timely notice that the
term will not be extended as of any June 30 annual anniversary date, then this Agreement shall terminate at the conclusion of its
remaining term. As part of such review, the Board of Directors shall consider all relevant factors, including the Executive’s
performance hereunder, and shall either expressly approve further extensions of the term of this Agreement or decide to provide
notice to the contrary.


 




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(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
Bank shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $178,500
per year (“Base Salary”), which may be increased from time to time in such amounts as may be determined by the Bank’s
Board of Directors 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 Bank’s
Board of Directors.


 


(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, restricted stock grant plan, 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 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.


 


(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 Bank 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 Bank shall provide continued life,
medical, dental and disability coverage substantially similar to the coverage maintained by the Employers for the Executive immediately
prior to his termination, in each case subject to Sections 3(f) and 3(g) below. Such coverage shall be provided for the period
otherwise remaining in the term of this Agreement but for such Disability or Retirement; however, nothing contained in this Agreement
shall reduce any rights the Executive may have to continuation of insurance coverage beyond the period otherwise remaining in the
term of this Agreement pursuant to any policy of the Employers in existence from time to time.


 




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(e)          In
the event of the Executive’s death during the term of this Agreement, the Bank shall provide to the Executive’s spouse
for the period otherwise remaining in the term of this Agreement but for Executive’s death continued medical and dental coverage
substantially similar to the coverage maintained by the Employers for the Executive immediately prior to his death, subject to
Sections 3(f) and 3(g) below.


 


(f)          In
the event that the continued participation of the Executive and/or his spouse or other dependents in any group insurance plan as
provided in Section 3(d) or 3(e) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during
such period any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide
the Executive (or his spouse in the case of coverage under Section 3(e)) with alternative benefits substantially similar to those
which the Executive (or his spouse in the case of coverage under Section 3(e)) was entitled to receive under such group insurance
plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise
tax under Section 4980D of the Code, or (ii) pay to the Executive (or his spouse in the case of coverage under Section 3(e)) within
10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if
later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive (or his
spouse in the case of coverage under Section 3(e)), with the projected cost to be based on the costs being incurred immediately
prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year. If the time
period for making the lump sum cash payment under this Section 3(f) commences in one calendar year and ends in the succeeding calendar
year, then the payment shall not be paid until the succeeding calendar year.


 


(g)          (i)
Any insurance premiums payable by the Bank or any successor pursuant to Sections 3(d), 3(e) or 3(f) shall be payable at such times
and in such amounts (except that the coverage pursuant to Section 3(e) above shall be based on the costs of providing individual
spousal benefits) as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the
insurance company or COBRA, and (ii) the amount of insurance premiums required to be paid by the Bank in any taxable year shall
not affect the amount of insurance premiums required to be paid by the Bank in any other taxable year.


 


4.           Expenses.
The Bank 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 Bank shall reimburse the Executive
therefor. Such reimbursement shall be paid promptly by the Bank and in any event no later than March 15 of the year immediately
following the year in which such expenses were incurred.


 


5.           Termination.


 


(a)          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.


 



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(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 or 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 in Section 3 hereof.


 


(d)          In
the event that (y) the Executive’s employment is terminated by the Bank for other than Cause, Disability, Retirement, the
Executive’s death and other than in connection with or subsequent to a Change in Control or (z) such employment is terminated
by the Executive other than in connection with or subsequent to a Change in Control due to the occurrence of any of the following
events: (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) any material change in the geographic location at which
the Executive must perform his services under this Agreement, then the Bank shall:


 


(i)          pay
to the Executive, in a lump sum within ten business days following the Date of Termination, a cash severance amount equal to one
(1) times the Executive’s Average Annual Compensation;


 


(ii)         maintain
and provide for a period ending at the earlier of (y) the expiration of one year from the Date of Termination or (z) 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 (ii)), at no cost to the Executive, the Executive’s
continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance plans offered
by the Employers in which the Executive was participating immediately prior to the Date of Termination, in each case subject to
Sections 5(f) and 5(g); and


 


(iii)        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 until the expiration of the remaining term of this Agreement as of
the Date of Termination 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 (w) stock option and restricted
stock plans of the Employers, (x) bonus and other items of cash compensation included in Average Annual Compensation, (y) retirement
plans of the Employers and (z) other benefits, or portions thereof, included in Average Annual 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 Bank-owned automobiles.


 




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(e)          In
the event that the Executive’s employment is terminated within twenty-four (24) months subsequent to a Change in Control
(y) by the Bank for other than Cause, Disability, Retirement or the Executive’s death or (z) by the Executive for Good Reason,
then the Bank shall:


 


(i)          pay
to the Executive, in a lump sum within ten business days following the Date of Termination, a cash severance amount equal to two
(2) times the Executive’s Average Annual Compensation;


 


(ii)         maintain
and provide for a period ending at the earlier of (y) the expiration of two years from the Date of Termination or (z) 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 (ii)), at no cost to the Executive, the Executive’s
continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance plans offered
by the Employers in which the Executive was participating immediately prior to the Date of Termination, in each case subject to
Sections 5(f) and 5(g); and


 


(iii)        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 until the expiration of the remaining term of this Agreement as of
the Date of Termination 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 (w) stock option and restricted
stock plans of the Employers, (x) bonus and other items of cash compensation included in Average Annual Compensation, (y) retirement
plans of the Employers and (z) other benefits, or portions thereof, included in Average Annual 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 Bank-owned automobiles.


 


(f)          In
the event that the continued participation of the Executive in any group insurance plan as provided in clause (ii) of either Section
5(d) or Section 5(e) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during such period
any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive
with alternative benefits substantially similar to those which the Executive was entitled to receive under such group insurance
plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise
tax under Section 4980D of the Code, or (ii) pay to the Executive within 10 business days following the Date of Termination (or
within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost
to the Bank of providing continued coverage to the Executive, with the projected cost to be based on the costs being incurred immediately
prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year.


 




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(g)         (i)
Any insurance premiums payable by the Bank or any successor pursuant to Sections 5(d)(ii), 5(e)(ii) or 5(f) shall be payable at
such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts
imposed by the insurance company or COBRA, with the Bank paying the full amount of such premiums, including any employee portion
of the premiums that the Executive would have been required to pay if he was still an employee of the Bank, and (ii) the amount
of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required
to be paid by the Bank in any other taxable year.


 


(i)         Notwithstanding
any other provision contained in this Agreement, if either (i) the time period for making any cash payment under Section 5(f) commences
in one calendar year and ends in the succeeding calendar year or (ii) in the event any payment under this Section 5 is made contingent
upon the execution of a general release and the time period that the Executive has to consider the terms of such general release
(including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar year, then
the payment shall not be paid until the succeeding calendar year.


 


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, would constitute a “parachute
payment” under Section 280G of the Code, then the payments and benefits payable by the Bank 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 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. If the payments and benefits under Section 5 are required to be reduced, the cash severance shall be reduced
first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made
pursuant to Section 5 shall be based upon the opinion of independent counsel selected by the Employers and paid by the Employers.
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(d)(ii)(z) and Section 5(e)(ii)(z) 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.


 




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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 Employers may hereafter merge or consolidate or to which the Employers may transfer
all or substantially all of its respective 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



Greater
Delaware Valley Saving Bank


(doing
business as Alliance Bank)


541
Lawrence Road


Broomall, Pennsylvania
19008


 


		To the Executive:	William McGrath



At his last address
on file with


the Employers


 


11.         Non-Solicitation
of Employees and Customers. The Executive agrees that during the term of this Agreement and for the 12-month period immediately
following the Date of Termination (the “Non-Solicitation Period”), the Executive will not (i) solicit or induce, or
cause others to solicit or induce, any employee of the Bank or any of its affiliates or subsidiaries to leave the employment of
such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations
of the public that are not based in whole or in part on any list of customers of the Bank or any of its affiliates or subsidiaries)
any customer of the Bank or any of its affiliates or subsidiaries to transact business with any corporation, partnership or other
entity which is engaged in any line of business conducted by the Bank or any of its affiliates or subsidiaries during the Non-Solicitation
Period, including but not limited to entities which lend money and take deposits, or to reduce or refrain from doing any business
with the Bank or its affiliates or subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship
between the Bank or its affiliates or subsidiaries and any such customers.


 




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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 Bank’s
Board of Directors to sign on its behalf. No waiver by any party hereto at any time of any breach by any other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. In addition, notwithstanding anything
in this Agreement to the contrary, the Bank 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 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.


 


15.         
Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement


 


16.         Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.


 


17.         Changes
in Statutes or Regulations.  If any statutory or regulatory 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 and all of which
together will constitute one and the same instrument.


 


19.         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.


 


20.         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 (2) 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, within thirty (30) days following the date such judgment, arbitration or settlement
becomes final and non-appealable.


 




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21.         Indemnification.
The Bank shall provide the Executive (including his heirs, executors and administrators) with coverage under a standard directors’
and officers’ liability insurance policy at its expense, or in lieu thereof, shall indemnify the Executive (and his heirs,
executors and administrators) to the fullest extent permitted under Pennsylvania law against all expenses and liabilities reasonably
incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his
having been a director or officer of the Bank, Alliance Bancorp or any of their subsidiaries or affiliates (whether or not he continues
to be a director or officer at the time of incurring such expenses or liabilities). Such expenses and liabilities shall include,
but shall not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.


 


22.         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, including the Prior Agreement.


 




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IN WITNESS WHEREOF,
this Agreement has been executed as of the date first written above.


 


	Attest:	 	GREATER DELAWARE VALLEY
	 	 	SAVINGS BANK
	 	 	(doing business as Alliance Bank)
	 	 	 	 
	/s/Kathleen P. Lynch	 	By: 	/s/William E. Hecht
	Kathleen P. Lynch, Corporate Secretary	 	 	William E. Hecht
	 	 	 	Chairman of the Board
	 	 	 	 
	Attest:	 	EXECUTIVE
	 	 	 	 
	/s/Kathleen P. Lynch	 	By:	/s/William McGrath
	Kathleen P. Lynch, Corporate Secretary	 	 	William McGrath


 



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