Exhibit 10.3
____________
AMENDMENT NUMBER 1
to the
EMPLOYMENT AGREEMENT
Between
WILLOW GROVE BANK
And
CHRISTOPHER E. BELL
WHEREAS, the parties hereto, Willow Grove Bank, a federally chartered
savings bank (the "Bank" or the "Employer"), and Christopher E. Bell (the
"Employee") entered into an Agreement dated May 1, 2004 relating to the terms
of the Employee's employment with the Bank (referred to hereinafter as the
"Agreement"); and
WHEREAS, in accordance with the terms of Section 11 of the Agreement, the
parties wish to amend the Agreement in order to, among other things, reflect
certain changes in the duties to be performed by the Employee.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the Employer and Employee do hereby agree to amend the Agreement as follows:
1. Section 1(j) is amended and restated in its entirety to read as
follows:
"(j) Notice of Termination. Any purported termination of the
Executive's employment by the Employer for any reason,
including without limitation for Cause, Disability or Retirement,
or by the Executive for any reason shall be communicated by
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 in the case of the Employer's termination of the
Executive's employment for Cause, shall be effective
immediately; and (iv) is given in the manner specified in
Section 10 hereof."
2. Section 2(a) of the Agreement is amended and restated in its entirety
to read as follows:
"(a) The Employee agrees to render services to the Employer on
the terms and conditions set forth herein. From the date of
this Amendment No. 1 until approximately February 1, 2006, the
Employee agrees to continue to assist in the Bank's Accounting
Department with such duties as are reasonably assigned by the
Bank's President or Chief Financial Officer. On or about
February 1, 2006, Employee shall commence training as a
commercial loan credit analyst and at such time thereafter as
deemed appropriate by the Bank's President or Chief Lending and
Sales Officer, the Employee shall serve as a commercial loan
Relationship Manager.
The parties hereto agree that the term of the Agreement,
as amended by this Amendment No. 1, shall terminate as of
November 30, 2006 (the "Term-End Date") and that the Agreement,
as amended hereby, shall not be extended to any date beyond
the Term-End Date."
3. Section 2(b) of the Agreement is hereby deleted.
4. The Employee shall continue to receive his Base Salary as of December
31, 2005 (payable bi-weekly payments) for his services during the term hereof.
5. Section 3(b) and 3(c) of the Agreement are hereby deleted. The
parties agree that the Employee shall be entitled to continue to participate
in the benefit plans generally offered by the Bank to similarly situated
employees.
6. Section 5(b) of the Agreement is amended and restated in its entirety
to read as follows:
"(b) In the event the Employee's employment is terminated by the
Employer for Cause, the Employee shall have no right pursuant to
this Agreement to compensation or other benefits for any period
after the applicable Date of Termination."
7. Section 5(d) of the Agreement is amended and restated in its entirely
to read as follows:
"(d) In the event that (i) the Employee's employment is
terminated by the Employer for other than Cause, Disability,
Retirement or the Employee's death or (ii) such employment is
terminated by the Employee, then the Employer shall pay to the
Employee, in six (6) equal monthly installments beginning with
the first business day of the month following the Date of
Termination, a cash severance amount equal to one-half the
Employee's current Base Salary plus an amount equal to the fair
value, as reasonably determined and quantified by the Bank as of
the Date of Termination of employment, of the unvested stock
option and recognition and retention awards which otherwise
would have vested by February 2, 2007. In addition, during the
six-month period that the Employee is receiving severance
payments pursuant to this Section 5(d), he shall also be
entitled to continue to participate in the Bank's group health
insurance plan on the same terms and cost to Employee as to any
other employee during the six-month period."
8. Section 5(e) of the Agreement is hereby deleted.
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9. In Section 7(a) of the Agreement, the clause ", except as set forth
in Section 5(e)(B)(ii) hereof . . ." is herby deleted.
10. 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 18th day of January 2006.
WILLOW GROVE BANK
ATTEST:
/s/ Jerry Arrison /s/ Joseph T. Crowley
______________________ By:____________________________________
Witness
Chief Financial Officer
Title:_________________________________
EMPLOYEE
/s/ Jerry Arrison /s/ Christopher E. Bell
______________________ _______________________________________
Witness Christopher E. Bell
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