AMENDMENT NO. 1 to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBIT 10.1
AMENDMENT
NO. 1
to
the
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
Amendment No. 1 (the “Amendment”) is dated as of May 6, 2008 and amends the
Amended and Restated Employment Agreement (the “Agreement”) dated as of October
23, 2007 between Willow Financial Bancorp, Inc., a Pennsylvania corporation (the
“Corporation”), Willow Financial Bank, a federally chartered savings bank and
wholly owned subsidiary of the Corporation (the “Bank”), and Xxxxxx X. Xxxxxxx
(the “Executive”). The Corporation and the Bank are referred to
herein together as the “Employers.”
WHEREAS,
the Agreement provides that the Executive shall serve as the Chief Financial
Officer of the Employers;
WHEREAS,
the Employers desire to retain the Executive as a Senior Vice President and to
appoint a new Chief Financial Officer;
WHEREAS,
the Executive is willing to remain employed on the terms set forth herein;
and
WHEREAS,
in accordance with the terms of Section 12 of the Agreement, the parties wish to
amend the Agreement in order to, among other things, reflect certain changes in
the Executive’s title and the duties to be performed by the
Executive.
NOW,
THEREFORE, in consideration of the mutual covenants herein set forth, the
Employers and the Executive hereby agree to amend the Agreement as
follows:
1. Change in
Title. All references to “Chief Financial Officer” in the
Agreement are hereby changed to “Senior Vice President”, including but not
limited to the references in the second Whereas clause and in Section
2(a).
2. Amendment
to Section 2(b) of the Agreement. Section 2(b) of the
Agreement is hereby amended and restated to read in its entirety as
follows:
“(b) During
the term of this Agreement, the Executive shall perform such services for the
Employers as may be consistent with his titles and from time
to time assigned to him by either the President and Chief Executive
Officer or by the Chief Financial Officer of the
Employers. During the term of this Agreement, the Executive shall
devote his best efforts and his full time effort to the
affairs and business of the Employers.”
3. Waiver of
Good Reason. The Executive agrees that he will not use the
above change in title, or the corresponding change in authority, duties and
responsibilities, as a basis to terminate his employment for “Good Reason”, as
defined in Section 1(h) of the Agreement, including but not limited to clauses
(B) and (C) of Section 1(h)(i) of the Agreement.
4. All
other sections and provisions in the Agreement shall continue in full force and
effect and are incorporated by reference into this Amendment No.
1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
This
Amendment No. 1 to the Agreement shall be deemed effective as of the date set
forth below.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 to
the Agreement as of this 6th day of May 2008.
|
ATTEST:
|
|||
|
/s/Xxxx
Xxxxxx
|
By:
|
/s/Xxxxx
X. Xxxxxxx
|
|
|
Name:
|
Xxxx
Xxxxxx
|
Xxxxx
X. Xxxxxxx
|
|
|
Title:
|
Chief
Accounting Officer
|
President
and Chief Executive Officer
|
|
|
WILLOW
FINANCIAL BANK
|
|||
|
/s/Xxxx
Xxxxxx
|
By:
|
/s/Xxxxx
X. Xxxxxxx
|
|
|
Name:
|
Xxxx
Xxxxxx
|
Xxxxx
X. Xxxxxxx
|
|
|
Title:
|
Chief
Accounting Officer
|
President
and Chief Executive Officer
|
|
|
EXECUTIVE
|
|||
|
/s/Xxxx
Xxxxxx
|
By:
|
/s/Xxxxxx
X. Xxxxxxx
|
|
|
Name:
|
Xxxx
Xxxxxx
|
Xxxxxx
X. Xxxxxxx
|
|
|
Title:
|
Chief
Accounting Officer
|
||
2
