Common use of Consultancy Clause in Contracts

Consultancy. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve (12) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.

Consultancy. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve thirty-six (1236) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.

Consultancy. (a) During the period beginning at the Effective Time and ending on the eighteen-month anniversary of the Effective Time (or such earlier date on which Consultant’s employment with National Penn is terminated of termination pursuant to Section 2(d) below) (the “Termination Date”) and for a period of twelve (12) months thereafter (such period, the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates (including NPBank) in connection with the business of National Penn and its subsidiaries, including, but not limited to: (ai) providing continued services in consulting with National Penn regarding all financial and accounting functions related to National Penn and its subsidiaries, including, without limitation, tax transition and preparation, SEC reporting, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act compliance and assisting with the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition accounting records and financial statements of his former job function to his replacementNational Penn and its subsidiaries; (bii) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (ciii) assisting National Penn with implementing its integration and transition plan following the Merger and the Bank Merger; (iv) providing historical background and information regarding the October 2003 mutual-to-stock conversion of Keystone Savings Bank into the Bank; and (v) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; KNBT and the Bank, (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn and NPBank at such times as National Penn shall reasonably require. (db) During the Consulting Period, National Penn or NPBank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of National Penn or NPBank, subject to such documentation and prior approval as may be required by National Penn or NPBank. In addition, during the Consulting Period, NPBank shall provide the Consultant with an automobile allowance of $900 per month, payable monthly. For the avoidance of doubt, except for (i) the automobile allowance payable to the Consultant pursuant to the immediately preceding sentence and (ii) tolls and parking expenses incurred in the ordinary course of business, the Consultant shall not be entitled to reimbursement under this Section 2(b) for any expenses incurred for automobile travel, including, without limitation, mileage expense. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (ed) The obligations Consulting Period may terminate before the eighteen-month anniversary of the Effective Time as follows: (i) From and after the Effective Time, either National Penn under and NPBank or the Consultant may terminate this Agreement are subject to and contingent upon for Cause (as hereinafter defined), in which event the Consulting Period will end as of the date of termination. “Cause” shall mean (x) where the Consultant continuing to be employed by is the terminating party, National Penn from and NPBank shall have materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date hereof until on which the Termination DateConsultant gives written notice to National Penn of such material breach; or (y) where National Penn and NPBank are the terminating parties, the Consultant shall have (A) willfully failed to perform the Consulting Services, other than any failure resulting from his incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with the Consulting Services; (C) engaged in willful misconduct; (D) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of the Consulting Services; or (E) materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date on which National Penn gives written notice to the Consultant of such material breach.

Consultancy. During (a) Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period beginning on immediately following the date on which Consultant’s employment with National Penn is terminated (Effective Time of the “Termination Date”) and for a period of twelve (12) months thereafter Merger (the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of National Penn NewAlliance and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) , consulting with National Penn NewAlliance regarding the operations and customer relationships of National Penn NewAlliance and its subsidiaries; (c) , providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the Executive Vice President - Business Banking of NewAlliance Bank, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or Senior she is also not in the office on the date in question, then by the Executive Vice President and Chief Operating Officer of National PennNewAlliance. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his full business time, attention, skills and efforts effort (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn NewAlliance and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National PennNewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall be available for meetings at the principal executive offices of National Penn NewAlliance and NewAlliance Bank at such times as National Penn shall reasonably requirebe reasonable and appropriate. (db) During the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank, including but not limited to payment of club membership dues and assessments for the Executive (which shall not exceed an aggregate of $5,000 per year). In addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to the Consultant as of the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the automobile during the Consulting Period. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn NewAlliance or any subsidiary or affiliate of National PennNewAlliance. (d) The Consultant may terminate the Consulting Period by providing thirty (30) days written notice to NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) The obligations For purposes of National Penn this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant's incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement are subject and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered "willful" unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant's action or omission was in the best interests of NewAlliance or its subsidiaries and contingent affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the Consultant continuing written advice of counsel for NewAlliance shall be conclusively presumed to be employed done, or omitted to be done, by National Penn from the date hereof Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Services shall not be deemed to be for "Cause" within the meaning of this Section 2(e) unless and until there shall have been delivered to the Termination DateConsultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and specifying the particulars thereof in detail.

Consultancy. During (a) Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period beginning on immediately following the date on which Consultant’s employment with National Penn is terminated (Effective Time of the “Termination Date”) and for a period of twelve (12) months thereafter Merger (the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of National Penn NewAlliance and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) , consulting with National Penn NewAlliance regarding the operations and customer relationships of National Penn NewAlliance and its subsidiaries; (c) , providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National PennNewAlliance, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or she is also not in the office on the date in question, then by the Executive Vice President - Business Banking of NewAlliance Bank. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his full business time, attention, skills and efforts effort (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn NewAlliance and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National PennNewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall be available for meetings at the principal executive offices of National Penn NewAlliance and NewAlliance Bank at such times as National Penn shall reasonably requirebe reasonable and appropriate. (db) During the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank. In addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to the Consultant as of the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the automobile during the Consulting Period. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn NewAlliance or any subsidiary or affiliate of National PennNewAlliance. (d) The Consultant may terminate the Consulting Period by providing thirty (30) days written notice to NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) The obligations For purposes of National Penn this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant’s incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement are subject and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of NewAlliance or its subsidiaries and contingent affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the Consultant continuing written advice of counsel for NewAlliance shall be conclusively presumed to be employed done, or omitted to be done, by National Penn from the date hereof Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Services shall not be deemed to be for “Cause” within the meaning of this Section 2(e) unless and until there shall have been delivered to the Termination DateConsultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and specifying the particulars thereof in detail.

Consultancy. During (a) Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period beginning on immediately following the date on which Consultant’s employment with National Penn is terminated (Effective Time of the “Termination Date”) and for a period of twelve (12) months thereafter Merger (the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of National Penn NewAlliance and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) , consulting with National Penn NewAlliance regarding the operations and customer relationships of National Penn NewAlliance and its subsidiaries; (c) , providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National PennNewAlliance, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or she is also not in the office on the date in question, then by the Executive Vice President - Business Banking of NewAlliance Bank. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his full business time, attention, skills and efforts effort (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn NewAlliance and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National PennNewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall be available for meetings at the principal executive offices of National Penn NewAlliance and NewAlliance Bank at such times as National Penn shall reasonably requirebe reasonable and appropriate. (db) During the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank. In addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to the Consultant as of the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the automobile during the Consulting Period. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn NewAlliance or any subsidiary or affiliate of National PennNewAlliance. (d) The Consultant may terminate the Consulting Period by providing thirty (30) days written notice to NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) The obligations For purposes of National Penn this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant's incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement are subject and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered "willful" unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant's action or omission was in the best interests of NewAlliance or its subsidiaries and contingent affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the Consultant continuing written advice of counsel for NewAlliance shall be conclusively presumed to be employed done, or omitted to be done, by National Penn from the date hereof Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Services shall not be deemed to be for "Cause" within the meaning of this Section 2(e) unless and until there shall have been delivered to the Termination DateConsultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and specifying the particulars thereof in detail.

Consultancy. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve thirty-six (1236) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he she was employed on a permanent basis as necessary to ensure a proper transition of his her former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.

Consultancy. (a) During the period beginning at the Effective Time and ending on the one-year anniversary of the Effective Time (or such earlier date on which Consultant’s employment with National Penn is terminated of termination pursuant to Section 2(e) below) (the “Termination Date”) and for a period of twelve (12) months thereafter (such period, the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates (including National Penn Bank) in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (bi) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (cii) assisting National Penn with implementing its integration and transition plan following the Merger and the Bank Merger; (iii) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; TF Financial and 3rd Fed Bank, (collectively collectively, the “Consulting Services”), subject to the terms and conditions which are set forth herein. . (b) The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During , up to one day per week during the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn and National Penn Bank at such times as National Penn shall reasonably require. (c) During the Consulting Period, National Penn or National Penn Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable business expenses incurred by the Consultant at the request of National Penn or National Penn Bank, subject to the applicable policies of National Penn and National Penn Bank as in effect at the time. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations Consulting Period may terminate before the one-year anniversary of the Effective Time as follows: (i) From and after the Effective Time, either National Penn under and National Penn Bank or the Consultant may terminate this Agreement are subject to and contingent upon for Cause (as hereinafter defined), in which event the Consulting Period will end as of the date of termination. “Cause” shall mean (x) where the Consultant continuing to be employed by is the terminating party, National Penn from and National Penn Bank shall have materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date hereof until on which the Termination DateConsultant gives written notice to National Penn of such material breach; or (y) where National Penn and National Penn Bank are the terminating parties, the Consultant shall have (A) willfully failed to perform the Consulting Services, other than any failure resulting from his incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with the Consulting Services; (C) engaged in willful misconduct; (D) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of the Consulting Services; or (E) materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date on which National Penn gives written notice to the Consultant of such material breach.

Consultancy. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve thirty-six (1236) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.

Consultancy. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve twenty-four (1224) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.

Consultancy. During (a) Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period beginning on immediately following the date on which Consultant’s employment with National Penn is terminated (Effective Time of the “Termination Date”) and for a period of twelve (12) months thereafter Merger (the “Consulting Period”), the Consultant shall undertake undertakes to provide his personal advice and counsel to National Penn NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of National Penn NewAlliance and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) , consulting with National Penn NewAlliance regarding the operations and customer relationships of National Penn NewAlliance and its subsidiaries; (c) , providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the Executive Vice President - Business Banking of NewAlliance Bank, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or Senior she is also not in the office on the date in question, then by the Executive Vice President and Chief Operating Officer of National PennNewAlliance. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his full business time, attention, skills and efforts effort (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn NewAlliance and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National PennNewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall be available for meetings at the principal executive offices of National Penn NewAlliance and NewAlliance Bank at such times as National Penn shall reasonably requirebe reasonable and appropriate. (db) During the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank, including but not limited to payment of club membership dues and assessments for the Executive (which shall not exceed an aggregate of $5,000 per year). In addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to the Consultant as of the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the automobile during the Consulting Period. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn NewAlliance or any subsidiary or affiliate of National PennNewAlliance. (d) The Consultant may terminate the Consulting Period by providing thirty (30) days written notice to NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) The obligations For purposes of National Penn this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant’s incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement are subject and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of NewAlliance or its subsidiaries and contingent affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the Consultant continuing written advice of counsel for NewAlliance shall be conclusively presumed to be employed done, or omitted to be done, by National Penn from the date hereof Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Services shall not be deemed to be for “Cause” within the meaning of this Section 2(e) unless and until there shall have been delivered to the Termination DateConsultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and specifying the particulars thereof in detail.

Consultancy. (a) During the two-year period beginning on following consummation of the date on which Consultant’s employment with National Penn is terminated Merger (the “Termination Date”) and for a period of twelve (12) months thereafter (the “"Consulting Period”"), the Consultant shall undertake Executive undertakes to provide his personal advice and counsel to National Penn the Company regarding its operations, customer relationships, growth and its subsidiaries expansion opportunities and affiliates in connection with other business matters (collectively, the business of National Penn and its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “"Consulting Services”"), subject to the terms and conditions which are set forth herein. . (i) In no event shall the Executive be required to provide Consulting Services hereunder for more than 25 hours per week or 100 hours in any calendar month during the Consulting Period. (ii) The Consultant Executive shall provide such Consulting Services commensurate with the Executive's prior experience as may be reasonably requested by the Chief Executive Officer of the Company or his designee from time to time by either and at mutually agreeable times. It is contemplated that the President Consulting Services will include, without limitation, monthly meetings between the Executive and the Chief Executive Officer or Senior of the Company; efforts by the Executive Vice President to enhance the Company's commercial lending activities in Vermont and Chief Operating Officer New York, including without limitation meeting with large commercial customers of National Penn. During the Consulting Period, Company located in these areas; attendance at certain public functions in Vermont and New York on behalf of the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn Company and its subsidiaries banking subsidiaries; attendance at certain meetings of the Board of Directors of the Company to report on Vermont and affiliates New York; and shall use his reasonable best efforts to promote attendance at certain functions of the interests of National Penn and its subsidiaries and affiliatesCompany. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. to the extent appropriate under the circumstances. (iii) The Consultant Executive shall provide the Consulting Services in the market areas of Old Banknorth and its banking subsidiaries prior to the Merger, provided that the Executive may be available for meetings required to provide Consulting Services at the principal executive offices of National Penn at such the Company located in Portland, Maine up to not more than two times as National Penn shall reasonably requireper month during the Consulting Period. (db) The Company shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Executive at the request of the Company, subject to such reasonable documentation as may be requested by the Company. If such expenses are paid in the first instance by the Executive, the Company shall reimburse the Executive therefor upon receipt of such reasonable documentation as may be requested by the Company. (c) During the Consulting Period, the Consultant Executive shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn the Company or any subsidiary or other affiliate of National Pennthe Company for any purpose. (e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.