Exhibit 10.3
FORM OF NON-COMPETITION
AND NON-SOLICITATION AGREEMENT
This
Non-Competition and Non-Solicitation Agreement (this
“Agreement”) is entered into as of this 20
th day of May, 2008, by and between Harleysville
National Corporation (“HNC”) and undersigned director
(the “Director”) of Willow Financial Bancorp, Inc.
(“WFB”).
WHEREAS, HNC
contemplates the consummation of a merger (the
“Merger”) pursuant to an Agreement and Plan of Merger
dated as of May 20, 2008 by and between HNC and WFB (the
“Merger Agreement”); and
WHEREAS, the
Director is a well respected business person in the southeastern
Pennsylvania business community and acknowledges that his or her
position with WFB gives WFB significant presence in that community
and is an important factor in WFB’s ability to attract
customers; and
WHEREAS, as a
condition to HNC’s willingness to enter into the Merger
Agreement, HNC wants to protect WFB’s community relationships
by requiring that the Director execute this Agreement;
NOW, THEREFORE, in
consideration of the premises and covenants contained in this
Agreement and intending to be legally bound hereby, the parties
agree as follows:
1.
Term .
This Agreement
will commence on the Effective Date of the Merger as defined in the
Merger Agreement and end nine months after such date (the
“Term”).
2.
Non-Competition .
(a) For purposes
of this Agreement, the term “Competitive Enterprise”
means any bank holding company or insured depository institution,
including an institution in the organizational stage or in the
process of applying for or receiving appropriate regulatory
approval, including, without limitation, any federal or state
chartered bank, savings bank or savings and loan
association.
(b) During the
Term, the Director shall not:
(i) accept a
position as director or employee of any Competitive Enterprise that
is located in Chester, Bucks, Montgomery, Delaware, Lehigh, and
Philadelphia Counties during the Term.
(ii) directly or
indirectly acquire an ownership interest in a Competitive
Enterprise that enables the Director to, directly or indirectly, in
a substantial manner, control, direct, influence, affect for impact
the
operations, services or
business activities of the Competitive Enterprise in Chester,
Bucks, Montgomery, Delaware, Lehigh and Philadelphia Counties
during the Term, provided, however, that this restriction shall not
apply to the direct or indirect beneficial ownership of up to Three
Percent (3%) of a class of securities of a Competitive Enterprise,
so long as the Director is not a director or officer of such
Competitive Enterprise.
3.
Non-Solicitation.
During the Term,
the Director shall not:
(a) Directly or
indirectly, for the pu
