Exhibit 10.1
SEVERANCE AND RELEASE AGREEMENT
THIS
SEVERANCE AND RELEASE AGREEMENT (the “Agreement”)
is made this 20 th
day of June 2008 by and between Joseph T. Crowley (the
“Employee”), Willow Financial Bancorp, Inc., a
Pennsylvania corporation (the “Company”) and
Willow Financial Bank, a federally chartered savings bank and
wholly-owned subsidiary of the Company (the
“Bank”). The Company and the Bank are
sometimes collectively referred to herein as the
Employers.
W I
T N E S S E T H
:
WHEREAS,
the Employee currently serves as the Senior Vice President and
Corporate Secretary of the Employers;
WHEREAS,
the Employee currently is a party to an Amended and Restated
Employment Agreement with the Company and the Bank, dated as
of October 23, 2007, as amended by Amendment No. 1 thereto,
dated as of May 6, 2008 (collectively, the “Employment
Agreement”), setting forth the terms and conditions of
his employment; and
WHEREAS,
the Employers and Employee have had discussions with respect
to the termination of the Employee
= s employment and the payments the Employers would agree to
make pursuant to such termination;
NOW,
THEREFORE, in consideration of the mutual premises and
covenants contained herein, and intending to be legally bound,
the parties agree as follows:
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1.
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Termination
of Employment and Employment Agreement.
Effective as of June 30, 2008, the Employee shall no
longer be an officer or employee of the Employers and shall be
deemed to have resigned as an officer and employee of the
Employers. The Employment Agreement, by mutual agreement of the
parties hereto, shall be terminated and be of no further force and
effect as of June 30, 2008 (the “Date of Termination”)
and the Executive shall be entitled to the rights and payments set
forth herein in lieu of any rights and payments under the
Employment Agreement or under any severance plan of the
Employers.
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1
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Payments and Benefits to the Employee
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( a) The Employers
agree to pay a gross lump sum amount of $55,497.75 to the Employee
within five business days following the later of (i) the
Date of Termination or (ii) the expiration of the seven day
revocation period set forth in Section 8(e) below, which amount
represents three months of base salary. The gross amount
shall be reduced by applicable withholding
taxes. Through the Date of Termination and for a period
of three months thereafter, the Employee will continue to
participate in the Bank
= s group health and dental insurance plans on the same
terms and cost to the Employee as currently being
provided.
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(b) The Employers
shall have no obligation to make contributions for service
subsequent to the Date of Termination with respect to their 401(k)
Plan or their Employee Stock Ownership Plan or any other retirement
or profit sharing plan on behalf of the Employee, and the Employee
shall have no right to participate in such plans for service after
the Date of Termination. All of the Employee
= s accrued and vested benefits held under the
Employers’ Employee Stock Ownership Plan, 401(k) Plan, or
other retirement or benefit plans as of the Date of Termination
shall be available for distribution, which shall be made in the
ordinary course of business in accordance with such plan terms and
past practice of the Employers.
(c)
The value of
the Employee’s accrued and unpaid vacation and other leave
time as of the Date of Termination shall be paid to the Employee
not later than the date of the payment set forth in Section 2(a)
above.
(d)
The Employee
shall not be entitled to a cash bonus for service in 2008 under any
Employer bonus plan.
(e)
The
Employers agree not to object to any application for unemployment
benefits, which may be made by the Employee after the Date of
Termination.
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3.
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Post-Termination
Services . Following the Date of Termination and
ending on the twelve-month anniversary of the Date of Termination,
the Employee shall make himself available to the Employers and
their subsidiaries (including any successor) in connection with the
business of the Employers and their subsidiaries as may be
reasonably requested from time to time by the Employers in order to
provide advice and counsel to the Employers with respect to matters
within the Employee’s employment duties prior to the Date of
Termination. The Employee shall use his reasonable best
efforts to provide the services hereunder in person,
telephonically, electronically or by correspondence as reasonably
determined by the Employers. The Employee shall not
receive any additional compensation for these
services.
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4.
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Stock
Option Plans . It is acknowledged that no
additional arrangements are being provided by the Employers to the
Employee under any of the Company’s stock option plans,
including the stock option plans previously implemented by Chester
Valley Bancorp, Inc. (the “Option Plans”), and that
awards previously made by the Employers to the Employee which have
not as yet vested under the Option Plans shall not accelerate and
are intended to terminate in accordance with the terms of the
Option Plans.
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5.
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Recognition
and Retention Plans . It is acknowledged that no
additional arrangements are being provided by the Employers to the
Employee under any of the Company’s recognition and retention
plans (the “RRPs”) and that awards previously made by
the Employers to the Employee which have not as yet vested or been
earned under the RRPs shall not accelerate or be deemed earned and
are intended to be forfeited in accordance with the terms of the
RRPs as of the date hereof.
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6.
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Solicitation
of Customers; Use of Customer Lists, etc. The
Employee acknowledges that, except as required by law or in his own
good faith use in any proceeding, he has no right personally to use
or disclose to any person, firm or corporation, information
concerning any customer list, business secrets or confidential
financial information of the Employers that he knew was intended by
the Employers to be confidential and that he did not have reason to
believe had been made public (collectively, “Confidential
Information”). Accordingly, the Employee covenants
and agrees that he shall not use or permit the use of any
Confidential Information, and shall not divulge any Confidential
Information to any person, firm or corporation, except as may be
required by applicable law arising out of his employment with or
participation in the affairs of the Employers. Further,
the Employee agrees that he will not solicit any current customer
of the Employers for a period of twelve (12) months from the Date
of Termination for the purpose or intent to provide or sell to such
customers any banking, financial or business services or products
on behalf of any person, company or entity other than the Employers
without the express written consent of the
Employers.
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7.
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Confidentiality;
Non-Disparagement .
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(a) Unless
the Employee obtains the prior written consent of the
Employers, the Employee shall at all times keep confidential
and shall refrain from using for the benefit of himself, or
any person or entity other than the Employers or their
subsidiaries or affiliates, any material document or
information obtained from the Employers or their subsidiaries,
affiliates or predecessors, in the course of his employment
with any of them concerning their properties, operations or
business (unless such document or information is readily
ascertainable from public or published information or trade
sources or has otherwise been made available to the public
through no fault of his own) until the same ceases to be
material (or becomes so ascertainable or available); provided,
however, that nothing in this Section 7(a) shall prevent the
Employee, with or without the Employers’ consent, from
participating in or disclosing documents or information in
connection with any judicial or administrative investigation,
inquiry or proceeding or the Company's public reporting
requirements to the extent that such participation or
disclosure is required under applicable law. No
disclosure of the contents of this Agreement shall be made by
either party to this Agreement without the prior written
consent of the other party; provided that such disclosure
(including disclosures contained in Company press releases and
regulatory filings) may be made as required in accordance with
federal securities and banking laws and
regulations.
(b) The
Employee agrees not to make, either directly or indirectly, or
cause to be made, either directly or indirectly, by any other
person or entity, any statement or comment, whether oral,
written, electronic or otherwise, or to take any other action
which disparages or criticizes the Employers, their
present or former directors, officers, employees, management,
practices or services, or which disrupts or impairs or could
disrupt or impair the operations of the Employers, where such
statements, comments or actions are based upon the Employee
= s employment by the Employers, either as a director,
officer or employee, or knowledge gained as a result of such
employment.
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