Exhibit 10.1

F. Kevin Tylus

15 Flanders Valley Court

Skillman, NJ 08558

Dear Kevin:

In consideration of the mutual promises contained in this employment agreement (this “ Agreement ”) and intending to be legally bound, The Bryn Mawr Trust Company (the “ Bank ”) and you, F. Kevin Tylus, agree that you will be employed by the Bank on the following terms and conditions:

(a)     Effective immediately upon the consummation of the merger of Royal Bank America into the Bank (the “ Merger ”) (the “ Employment Date ”) and the other transactions contemplated by that certain Agreement and Plan of Merger , dated as of January 30, 2017 (“ Merger Agreement ”), by and between Royal Bancshares of Pennsylvania, Inc. and Bryn Mawr Bank Corporation (the “ Corporation ”), you will become the President the Bank. You will report to the Bank’s Chief Executive Officer. You agree to serve as a member of any committee of the Bank to which you may be elected or appointed. In addition, you agree to serve as a director and/or officer of any other subsidiary of the Corporation or the Bank to which you may be elected or appointed.

You acknowledge that your employment is at-will and not of any specific duration. Either you, on the one hand, or the Bank, on the other hand, may terminate your employment at any time and for any reason, subject to the provisions of Section 8.

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You shall devote your full business time (with allowances for PTO), attention and best efforts to the affairs of the Company Group (as defined in Section 10(a)) during the term of employment hereunder; provided, however , that you may serve as a director or trustee of corporations or other entities and may engage in other activities to the extent that they do not inhibit the performance of your duties hereunder, or conflict with the business affairs of the Corporation, the Bank or their subsidiaries or the Corporation’s Code Of Business Conduct and Ethics (the “ Code Of Ethics ”), a current copy of which has been reviewed by you . You always shall conduct yourself in a manner that maintains the good reputation of the Corporation, the Bank and their subsidiaries. You shall comply with all lawful policies that from time to time may be in effect at the Bank or adopted by the Corporation or the Bank and communicated to you. You shall not directly or indirectly undertake or accept other employment or compensation for services rendered (except to the extent expressly permitted under the Code of Ethics) during the term of your employment with the Bank without having obtained the prior approval of the Bank’s Chief Executive Officer. So long as you remain employed by the Bank, any and all business opportunities from whatever source which you may receive or otherwise become aware of in connection with your employment with the Bank relating to the business of the Company Group shall belong to the Company Group, and, unless the Bank specifically, after full disclosure by you of each and any such opportunity, waives its right in writing, the applicable member of the Company Group shall have the sole right to act upon any of such business opportunities as they deem advisable.

Prior to the Employment Date, you will review with the Corporation ’s Chief Executive Officer your present directorships, public service commitments and personal business interests, which are to be listed on Exhibit A attached hereto and incorporated by reference herein, and have obtained the Chief Executive Officer’s written approval for your continuance in such present capacities, unless, hereafter, the Chief Executive Officer determines in a particular case, that there is a potential conflict with the Company Group’s best interests. Without prejudice to the provisions of Section 10 of this Agreement, you hereby agree that your acceptance of any future proposed directorships or positions in other organizations will be subject to prior review and approval by the Corporation’s Compliance Officer under the Code of Ethics and to compliance with the Code of Ethics.

(a)      Salary . Commencing on the Employment Date and thereafter during the term of your employment hereunder, the Bank shall pay to you an annual salary of $375,000, less all applicable taxes and other withholdings, in equal biweekly installments in arrears (“ Base Salary ”). Your Base Salary may be adjusted from time to time in accordance with normal business practices of the Bank and in the Bank’s sole discretion.

(b)      Bonus . For each fiscal year ending during your employment, you will be eligible to earn an annual bonus. The actual bonus payable, if any, with respect to a particular year will be determined at the discretion of the Compensation Committee of the Board of Directors of the Bank, based on the achievement of established corporate and/or individual performance objectives, provided that you must be employed by the Bank on the date the bonus is paid in order to receive such payment.

(c)      Expenses . During the term of your employment hereunder, you shall be entitled to receive prompt reimbursement for all reasonable expenses you incur in performing your duties hereunder, including all expenses of travel and living expenses while away from home on business in the service of the Company Group, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company Group at the time the expenses are incurred (the “ Expense Reimbursement Policy ”).

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(d)      Plan Benefits . During the term of your employment hereunder, you shall be entitled to participate in all of the Bank’s employee benefit plans and arrangements made generally available to its key management employees in effect on the Employment Date, including, without limitation, each retirement plan and arrangement, life insurance and health and accident plan and arrangement, medical insurance plan, disability plan, survivor income plan, PTO plan and bonus plan. You shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made generally available by the Bank in the future to key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. Nothing paid to you under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to you pursuant to subsection (a) of this Section 4. Notwithstanding the foregoing, nothing in this Agreement will be interpreted as limiting the Bank’s ability to amend, modify or terminate such employee benefit plans and arrangements at any time for any reason.

(e)      Paid Time Off (“ PTO ”) . You shall be entitled to the number of PTO days in each calendar year determined in accordance with the Bank’s PTO policy in effect from time to time. Under the Bank’s current PTO policy, 33 days of PTO for 2018, subject to change in accordance with any revision to the Bank’s PTO policy. You shall also be entitled to all paid holidays given by the Bank to its employees .

If you are elected or appointed a director or officer of any Company Group member, including the Corporation and the Bank, you hereby agree to serve without compensation in respect of such positions.

In connection with your employment by the Bank, in order to facilitate both your role as President of the Bank and your role in supporting the Princeton team and market, your off ices will be at the Bank’s headquarters in Bryn Mawr, Pennsylvania, and at the Bank’s Princeton, New Jersey office. Your role may also require travel to other locations on the Company Group’s business.

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(a)     You recognize and acknowled ge that the confidential information (as defined below) is a valuable, special and unique asset of the Corporation, the Bank and their subsidiaries. As a result, you hereby agree not to disclose, while in the employ of the Corporation, the Bank or any subsidiary thereof or at any time thereafter, to any person or entity, any confidential information obtained by you while in the employ of the Corporation, the Bank or any subsidiary thereof, and not to use such confidential information except as authorized in the performance of your duties for the Corporation, the Bank or any subsidiary thereof. These obligations are in addition to, and do not limit in any way your obligations with respect to trade secrets, confidential information or proprietary information under any statute or common law. The term “ confidential information ” as used in this Agreement means all knowledge and information concerning the Company Group including, without limitation, the Company Group’s employees, clients, customers, business referral sources, fee arrangements (for clients and business/referral sources), client contacts, prospect lists, client lists, lists of business referral sources, products, services, methods of operation, investment strategies and programs, terms of contracts with vendors, sales, pricing, costs, financial condition, non-public personal information about clients and employees, client financial information including assets and investments, needs, goals, business systems, software and marketing techniques and procedures and any other information of a similar nature, and knowledge and information acquired in connection with your role as a director of the Bank, whether through board meetings, deliberations, or discussions among or between directors, employees or agents, or relating to board dynamics generally.

(b)     Confidential information shall not include information or data that is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of your breach of your obligations under this Agreement .

(c)     In the event that you receive a request or are required by applicable law to disclose all or any part of the confidential information to a court, arbitral panel, governmental entity agency or other tribunal, you will promptly notify the Bank of the request, consult with and assist the Bank in seeking a protective order or request for other appropriate remedy. In the event that such protective order or remedy is not obtained or that the Bank waives compliance if so requested with the terms hereof, you shall disclose only that portion of the confidential information which, in the opinion of your counsel reasonably acceptable to the Bank, is legally required to be disclosed, and will exercise your reasonable best efforts to assure that confidential treatment will be accorded said confidential information by the party(ies) receiving the same. You shall provide the Bank with an opportunity to review the confidential information prior to its disclosure to the extent permitted by Law.

(d)     You hereby agree that, upon leaving the Bank’s employ, you shall deliver to the Bank any and all Company Group property including, but not limited to, Company Group information and documents, wherever stored , including any documents, files, reports or other information that you received or made in connection with your employment with the Company Group, regardless of whether or not such information is confidential information) and equipment (including, but not limited to, access cards, company credit cards, cell phones and computer equipment).

(a)     Your employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(i)      Death . Your employment hereunder shall terminate upon your death.

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(ii)      Disability . The Bank may terminate your employment hereunder because of your incapacity due to physical or mental illness, causing your inability, on a full-time basis, to perform your essential job duties with or without a reasonable accommodation for the entire period of 90 consecutive days or for such shorter period the extension of which would present an undue hardship to the Bank (the “ Disability Period ”), to the extent permitted by law. Your employment will not be terminated pursuant to this provision until 30 days after your receipt of a Notice of Termination (which may be sent to you before or after the end of the Disability Period), following which you have not returned to the performance of your essential job duties with or without a reasonable accommodation on a full-time basis prior to the expiration of such 30 day period.

(iii)      Cause . The Bank may terminate your employment hereunder for Cause. For purposes of this Agreement, the Bank shall have “ Cause ” to terminate your employment upon (i) your continued failure to substantially perform your job duties (other than any such failure resulting from your incapacity due to physical or mental illness as provided in subsection (a)(ii) of this Section 8), after a written demand for your substantial performance is delivered to you by the Bank which specifically identifies the manner in which the Bank believes you have not substantially performed your duties, and you have failed, in the good faith judgment of the Bank, to provide the performance demanded within 30 days after your receipt of such written demand; or (ii) your engagement in gross negligence or misconduct which is materially injurious to the Company Group, monetarily or otherwise; or (iii) your plea of nolo contendere or guilty with respect to or conviction of a crime involving moral turpitude or dishonesty, or any felony; or (iv) any misappropriation of funds by you; (v) or your use, possession or distribution of, or being under the influence of, drugs or alcohol during working time or work-related activities or in a manner that is injurious to the reputation of the Bank or any of their subsidiaries; or (vi) your making a general assignment for the benefit of your creditors or your institution of any proceeding seeking to adjudicate you bankrupt or insolvent under any laws relating to bankruptcy or insolvency or an involuntary petition shall be filed against you seeking relief under any law relating to bankruptcy or insolvency which remains undismissed for a period of 60 days or more; or (vii) your willful violation of the provisions of this Agreement and your failure to cure such violation within 30 days after receipt of written notice of such violation; or (viii) the receipt of a request by the Company Group, of a notice from any of the governmental agencies that supervise any of them, that you be suspended or removed from any position that you then hold with the Company Group.

Notwithstanding any other provision of this Agreement to the contrary, a termination of your empl oyment for Cause shall not delay or otherwise interfere with any action taken by any governmental agency to suspend or remove you from any position held by you with the Company Group. If you are suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Company Group by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, the Bank’s obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If you are removed and/or permanently prohibited from participating in the conduct of the Company Group’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order.

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(iv)      Termination without Cause . The Bank may terminate your employment at any time without Cause.

(v)      Voluntary Termination . You may terminate your employment hereunder at any time upon not less than 30 days prior written notice to the Bank.

Any termination of your employment by the Bank or by you (other than termination pursuant to subsection (a)(i) of this Section 8) shall be communicated by a Notice of Termination to the other party hereto. For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of your employment under the provision so indicated, and (iii) specifies the termination date.

(b)     For the purposes of this Agreement, “ Date of Termination ” shall mean (i) if your employment is terminated by death, the date of death, (ii) if your employment is terminated pursuant to subsection (a)(ii) of this Section 8, 30 days after Notice of Termination is sent to you (provided that you shall not have returned to the performance of your essential job duties on a full-time basis during such 30 day period) and if requested by the Bank, you agree to undergo a medical examination by a doctor selected by the Bank which confirms that you are fit to continue full-time employment hereunder to the extent permitted by law, or (iii) if your employment or this Agreement is terminated for any other reason, the date specified in a Notice of Termination.

(c)     Upon termination of your employment for any reason, unless otherwise consented to in writing by the Board of Directors of the Corporation and the Bank , you agree to resign immediately from any and all officer, director, committee member and other positions you then hold with the Company Group.

(d)     Upon termination of your employment for any reason, you agree that all documents, records, forms, notebooks, client lists, manuals, computer records or files, and similar materials containing any information regarding the business of the Company Group or its clients or customers, whether or not such materials contain confidential information (as defined in Section 7 above), including any copies thereof, then in your possession, whether prepared by you or others, will be left with or promptly returned to the Bank. You further agree that upon termination of your employment for any reason, you shall leave with or promptly return to the Bank, all other property of the Company Group, including but not limited to computers and personal communication devices.

(a)     Upon the termination of y our employment for any reason other than for Cause, you shall be entitled to the following payments and benefits in addition to any other payments and benefits set forth in this Section 9: (i) all earned but unpaid Base Salary compensation, (ii) all accrued but unused PTO; (iii) reimbursement for expenses incurred prior to your Date of Termination that are otherwise reimbursable under Section 4(d) provided that all necessary documentation is submitted in accordance with the Expense Reimbursement Policy not more than 5 business days after your Date of Termination; (iv) all vested benefits and deferred compensation under the Corporation’s and the Bank’s employee benefit plans, programs and arrangements in accordance with the applicable terms and conditions thereof; and (v) all payments due to you under the terms of your outstanding equity awards in accordance with the applicable terms and conditions thereof (collectively, the “ Accrued Benefits ”).

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(b)     If your employment shall be terminated because of your death, th e Bank shall pay to your estate (i) your Accrued Benefits and (ii) to the extent not included in the Accrued Benefits, your Base Salary through the last day of the month of your death at the rate in effect at the time of your death, and the Company Group shall have no further obligations to you under this Agreement.

(c)     If your employment shall be terminated because you are unable to perform your essential job duties hereunder as a result of incapacity due to physical or mental illness that is a disability as d efined in subsection 8(a)(ii) hereof, the Bank shall pay you (i) your Accrued Benefits and (ii) your full Base Salary for a period equal to the applicable “elimination period” under any group long-term disability insurance provided by the Bank which is currently 180 days, and the Company Group shall have no further obligations to you under this Agreement; provided, however , that such Base Salary payment shall be reduced by any amounts paid to you under the Bank’s short term disability plan or policy. In the event that the Bank ceases to provide group long-term disability insurance with an elimination period of at least 180 days to you, you shall be entitled to payment of your Base Salary (reduced as described in the preceding sentence) through the last day of the 180 day period following your Date of Termination, and the Company Group shall have no further obligations to you under this Agreement.

(d)     If your employment shall be terminated for Cause, the Bank shall pay you your earned but unpaid Base Salary through the Date of Termination, and the Company Group shall have no further obligations to you under this Agreement.

(a)      Definitions . As used in this Section 10, the term “ Restricted Period ” shall mean a period commencing on the date hereof and continuing for 24 months after completion of the Company Group’s payment of compensation to you hereunder, except with respect to Section 10(b) below for which the Restricted Period shall be the period commencing on the date hereof and continuing for of 15 months after completion of the Company Group’s payment of compensation to you hereunder; the term “ Business ” shall mean any business in which any member of the Company Group is engaged at any time during the term of your employment and also encompasses any field or line of business with respect to which any member of the Company Group is engaged in research and/or development at any time during the term of your employment; and the term “ Company Group ” shall mean (i) collectively, the Corporation, the Bank and their subsidiaries and affiliates, and each of their predecessors, successors and assigns, and (ii) where applicable, each such entity individually.

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(b)      Non-Competition . You shall not, during the Restricted Period, directly or indirectly, without the prior written consent of the Bank:

(i)      engage, manage, operate, join, control or participate in, or assist or advise any other person engaged or proposing to engage in, any business activity competitive with the Business of the Company Group anywhere in the Restricted Area (as defined below); or

(ii)      become an owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant, representative or otherwise in or with any person or other entity engaged, directly or indirectly, in whole or in part, in any business that is competitive with the Business of the Company Group in the Restricted Area. Notwithstanding the foregoing, you, solely as a passive investment, may hold up to 4.99% of the outstanding securities of any class of any publicly-owned corporation.

The term “ Restricted Area ” shall mean anywhere within a 100 mile radius of a branch or other place of business of the Company Group. If, however, a court determines that the Restricted Area as defined in the immediately preceding sentence is overly broad, then the “ Restricted Area ” shall mean anywhere within a 100 mile radius of Bryn Mawr, Pennsylvania .

(c)      Non-Solicitation. You shall not, during the Restricted Period, directly or indirectly, without the prior written consent of the Bank:

i.     on your own behalf or on behalf of any Person other than the Company Group, directly or indirectly, solicit, entice, induce, canvas, call on, provide services to, contract with, or accept Business from, any customer or client, or prospective customer or prospective client, of the Company Group or any Person that was a customer or client of the Company Group at any time within two (2) years prior to the termination of your employment with the Company Group for the purpose of engaging in any Business;

ii.     influen ce or attempt to influence any Person engaged in Business with the Company Group to terminate or modify any written or oral agreement or course of dealing with the Company Group; or

iii.     influen ce or attempt to influence any Person who is then employed or retained by the Company Group as an employee, officer, director, consultant or agent or has served in any such capacity on behalf of the Company Group within two (2) years prior to the time of the solicitation to terminate or modify his, her or its employment, consulting, agency or other arrangement with the Company Group, or employ or retain, or arrange to have any other Person employ or retain, any such current or former Company Group employee, officer, director, consultant or agent.

(d)      Non-Dispar agement . During your term of employment and thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm the Company Group, its employees, directors or officers, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity about the Company Group or such individuals.

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(e)      Conflicts ; Remedies. You acknowledge that the Company Group is and will be engaged in highly competitive businesses and that the Proprietary Information, as well as its respective business techniques and programs, are of great significance in enabling it to compete and participate in the various markets in which it is active. You further acknowledge that the Company Group does conduct business on a global basis, and that its products and services are or will be distributed throughout the entire world. You acknowledge and agree that the restrictions contained in this Agreement are reasonable and necessary in order to protect the legitimate interests of the Company Group and that any violation thereof would result in irreparable injury to the Company Group. Consequently, You acknowledge and agree that, in the event of any violation thereof, the Company Group shall be authorized and entitled to obtain from any court of competent jurisdiction injunctive and equitable relief, including, without limitation, specific performance, temporary restraining order, preliminary injunction, permanent injunction or other interim or conservative relief, as well as an equitable accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies to which the Company Group may be entitled at law or in equity and, in the event the Company Group is required to enforce the terms of this Agreement through court proceedings, the Company Group shall be entitled to reimbursement of all legal fees, costs and expenses incident to enforcement of any such term, in whole or in part and/or such term as may be modified by a court of competent jurisdiction. You will not seek, and waives any requirement for, the securing or posting of a bond or proving actual damages in connection with the Company Group’s or its or their successors or assigns seeking or obtaining injunctive or equitable relief in connection with your covenants or other obligations under this Agreement. If, despite the foregoing waivers, a court would nonetheless require the posting of a bond, the parties agree that a bond in the amount of $1,000 would be a fair and reasonable amount, particularly in light of the difficulty in quantifying what would be the actual loss caused by an injunction.

(f)      Scope; Tolling . If any court of competent jurisdiction construes any of the restrictive covenants set forth in this Agreement, or any part thereof, to be unenforceable because of the duration, scope or geographic area covered thereby, such court shall have the power to reduce the duration, scope or geographic area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree to enter into any and all amendments to this Agreement in order to effectuate the intent of the immediately preceding sentence. In the event of any breach or violation of a restriction contained in this Agreement, the period therein specified shall abate during the time of such violation, and that portion shall not begin to run until such violation has been fully and finally cured.

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(g)      Acknowledgement You REPRESENT AND WARRANT THAT THE KNOWLEDGE, SKILLS AND ABILITIES YOU POSSESSES AT THE DELIVERY DATE ARE SUFFICIENT TO PERMIT YOU, IN THE EVENT OF TERMINATION OF YOUR EMPLOYMENT BY COMPANY Group FOR ANY REASON (whether voluntary or involuntary) or for no reason, TO EARN, During the RESTRICTED period, A LIVELIHOOD SATISFACTORY TO you WITHOUT VIOLATING ANY PROVISION HEREOF, FOR EXAMPLE, BY USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF THEM, IN THE SERVICE OF NON-CUSTOMERS OR NON-CLIENTS OF THE COMPANY GROUP. YOU ACKNOWLEDGE THAT your COVENANTS CONTAINED IN THIS AGREEMENT ARE GIVEN IN CONSIDERATION OF the willingness of the bank to make valuable benefits available to you, including, but not limited to, (a) your employment with the Bank, (b) your salary, (c) THE OPPORTUNITY FOR ADDITIONAL bonus PAYMENTs , (D) valuable opportunities, compensation and/or benefits, (E) the access the Bank is providing you to certain trade secrets, and confidential and proprietary information related to the business of the Company Group, (g) the access the Bank is providing you to its clients, customers, prospective clients and other business relationships, (h) and other good and valuable consideration. you further acknowledge that your ability to earn a livelihood without violating this Agreement is a material condition of THIS AGREEMENT AND your cONTINUED employment with the Bank. you and the bank acknowledge that your rights have been limited by this Agreement only to the extent reasonably necessary to protect the legitimate interests of THE Company GROUP .

(h)      Developments, Intellectual Property Disclosure and Cooperation . All developments, including inventions whether patentable or otherwise, trade secrets, discoveries, improvements, original works of authorship, ideas, software, data compilations, processes, forms and trade secrets, which either directly or indirectly relate to or may be useful in the Business (collectively, the “ Developments ”) which you, either by yourself or in conjunction with any other Person or Persons, shall conceive, make, develop or acquire during your employment shall become and remain the sole and exclusive property of the Company Group. You will make full and prompt disclosure to the Bank of every Development. You will assign to the Bank, or its nominee, every Development and execute all assignments or other instruments or documents and do all other things necessary and proper to confirm the Company Group’s right and title in and to every Development, without payment by the Company Group to you of any royalty, license fee or additional compensation.

(i)      Prior Inventions . You further represents and warrants that you have submitted to the Bank a list of all developments, including inventions whether patentable or otherwise, trade secrets, discoveries, improvements, original works of authorship, ideas, software, data compilations, processes, forms and trade secrets which were made by you prior to the date hereof (collectively the “ Prior Inventions ”), which belong to you, which relate to the Business, products or research and development, and which are not assigned to the Bank hereunder as of the Delivery Date or, if no such list has been submitted, you represent that there are no such Prior Inventions.

(j)      Advise the Bank of New Affiliation or Empl oyment. In the event of a cessation of your employment with the Company Group, and during the Restricted Period, you agree to disclose to the Bank the name and address of any new business affiliation or employer within ten (10) days of your accepting such position. If you fail to notify the Bank of such information, the Restricted Period shall be extended by a period equal to the period of nondisclosure of such employment information .

(k)      Third-Party Beneficiaries . All Company Group members are express third-party beneficiaries of this Agreement.

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(l)      Survival of Covenants . It is expressly understood and agreed that the covenants and undertakings in this Agreement shall survive the termination of your employment for any reason (voluntarily or involuntarily) or for no reason. The existence of any claim or cause of action that you may have against the Company Group or any other Person, including but not limited to, any claim under this Agreement, shall not constitute a defense or bar to the enforcement of any of the covenants and undertakings contained in this Agreement.

(a)     The Bank may require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of th e business and/or assets of the Bank, by agreement in form and substance satisfactory to the Bank’s Board of Directors, to expressly assume and agree to honor this Agreement in the same manner and to the same extent that the Bank would be required to honor it if no such succession had taken place. As used in this Section 11 of this Agreement, “Bank” shall mean the Bank as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers any agreement provided for in this Section 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b)     This Agreement and all of your rights hereunder shall inure to the benefit of and be enforceable by and against your personal or leg al representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. You may not assign this Agreement. Any amounts payable hereunder as a result of your death shall be paid in accordance with the terms of this Agreement to your devisee, legatee, or other designee or if there be no such designee, to your estate.

Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 9 tha t constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and Internal Revenue Service guidance promulgated thereunder (the “ Code ”) will be payable until you have “separation from service” from the Bank within the meaning of Section 409A of the Code. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to you upon or following your “separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following your “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to you in a lump sum immediately following such six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. Further, except to the extent any expense, reimbursement or in-kind benefit provided to you does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance, (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to you during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to you in any other calendar year, (ii) the reimbursements for expenses for which you are entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

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For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by a nationally recognized overnight courier or (unless otherwis e specified) mailed by United States registered mail, return receipt requested postage prepaid, addressed as follows:

o r to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

The Bank represents and warrants that th e execution of this Agreement by the Bank has been duly authorized and that the Bank has the authority to execute and deliver this Agreement and that the Agreement does not conflict with or violate any other agreement or contract by which the Bank is bound. You represent and warrant to the Bank that you are authorized to execute and deliver this Agreement and that this Agreement does not conflict with or violate the provisions of any agreement to which you are bound. You further represent and warrant to the Bank that you have carefully read and considered the provisions of this Agreement and have had an opportunity to consult with independent legal counsel of your choosing prior to executing this Agreement. All parties acknowledge and agree that they are executing this Agreement voluntarily and intending to be legally bound.

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This Agreement shall be interpreted, enforced and governed under the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles th at would apply the law of a different jurisdiction.    All claims, disputes or causes of action relating to or arising out of this Agreement shall be brought, heard and resolved solely and exclusively by the United States District Court for the Eastern District of Pennsylvania or a state court situated in Montgomery County, Pennsylvania.  Each of the parties hereto agrees to submit to the jurisdiction of such courts for all purposes of this Agreement and waives any objection to forum or venue laid therein.

Except for claims asserted pursuant to Sections 7 and 10, should a dispute arise between the parties in connection with this Agreement, the parties shall endeavor in good faith to come to an agreement with respect to the dispute. In the event the parties are unable to reach an agreement within thirty (30) days after a notice of dispute is delivered, the parties agree to first submit such dispute to mediation before a mediator acceptable to both parties, who shall promptly conduct mediation. The mediator shall be chosen from the CPR Institute for Dispute Resolution or the American Arbitration Association (“ AAA ”). In the event the parties cannot agree on an acceptable mediator within forty five (45) days after notice of dispute is delivered, the parties shall submit the matter to AAA for appointment of a qualified mediator by AAA. In the event that the dispute is not resolved within sixty (60) days after the day the parties first meet with a mediator, or in the event that the mediator certifies that further mediation proceedings are fruitless, the parties reserve all rights each may have to bring an action in court for any claims under this Agreement.

The prevailing party in any suit or other legal action in connection with the enforcement of this Agreement shall be entitled, in addition to any other remedy available at law or in equity, to reimbursement of its reasonable costs and expenses (including reasonable attorneys’ fees).

The Company Group member s are express third-party beneficiaries of this Agreement.

Except as set forth in Section 10, the invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

F. Kevin Tylus
Page 14

All pronouns contained herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties hereto may require.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement .

The section and subsection captions i n this Agreement are for convenience of reference only and do not define, limit or describe the scope or intent of this Agreement or any part hereof and shall not be considered in any construction hereof.

Notwithstanding anything in this Agreement to the contrary, in the event of a termination of the Merger Agreement, this Agreement shall automatically terminate, becoming null and void without survival of the terms and conditions hereof, and with no continuing obligations of either party.

No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by you and the Bank. No waiver by either party hereto at any time of any bre ach by the other party hereto of, or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement embodies the entire understanding between the parties hereto and supersedes any other prior or contemporaneous, oral or written, representation or agreement by the parties hereto, with respect to the matters which are the subject of this Agreement, including, but not limited to, that certain Employment Letter Agreement, dated January 30,2017, between the parties, and no change, alteration or modification hereof may be made except in writing signed by the parties hereto. For purposes of clarity, nothing in this Agreement shall alter any benefits, including, but not limited to, change in control benefits pursuant to that certain Employment Agreement, dated as of March 4, 2015, by and between Royal Bancshares of Pennsylvania, Inc., Royal Bank America, and F. Kevin Tylus, that Employee is entitled to as a result of the completion of the Merger.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

Signature Page to Employment Agreement – F. Kevin Tylus

EXHIBIT A

Directorships, Public Service Commitments and Personal Business Interests

Trustee, Gettysburg College, Gettysburg, PA

Trustee, The Nassau Club of Princeton, Princeton, NJ

Board of Governors, Treasurer, Springdale Golf Club, Princeton, NJ

Exhibit 10.2

THE BRYN MAWR TRUST COMPANY

EXECUTIVE CHANGE-OF-CONTROL

SEVERANCE AGREEMENT

This Agreement made as of [DATE] between The Bryn Mawr Trust Company, a Pennsylvania financial institution, subject to the provisions of the Pennsylvania Banking Code of 1965, as amended (the “Company”), and [NAME] (the “Employee”).

WHEREAS, the Employee has entered into an employment letter agreement of even date herewith and will be employed by the Company as its [TITLE] beginning [START DATE];

WHEREAS, the Company considers it e ssential to foster the employment of well qualified key management personnel, and, in this regard, the board of directors of the Company recognizes that, as is the case with many financial institutions, the possibility of a change of control of the Company’s publicly held parent company, Bryn Mawr Bank Corporation, (“BMBC”) may exist and that such possibility, and the uncertainty and questions which it may raise among the Company’s management, may result in the departure or distraction of key management personnel to the detriment of the Company and ultimately to the detriment of BMBC and its shareholders;

WHEREAS, the Boards of Directors of the Company and BMBC have determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties, without distraction in the face of potentially disturbing circumstances arising from the possibility of a change of control of the BMBC, although no such change is now contemplated; and

WHEREAS, in order to induce the Employee, who will be a key member of the Company’s management, to become an employee of the Company, the Company agrees that the Employee shall receive the compensation and benefits set forth in this Agreement in the event his/her employment with the Company is terminated subsequent to a “Change of Control” (as defined in Section 1 hereof) of BMBC, as a cushion against the financial and career impact on the Employee of any such Change of Control;

NOW, T HEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions . For all purposes of this Agreement, the following terms shall have the meanings specified in this Section, unless the context clearly otherwise requires:

(a) “ Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations issued under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “ AIP” shall mean any Annual Incentive Plan of the Company, as in effect immediately prior to a Change of Control, or predecessor or prior plan, including the Company’s annual bonus plan applicable to Employee .

(c) “ Base Salary” shall mean the total cash remuneration earned by the Employee on an annualized basis in all capacities with the Company and its Subsidiaries, including, without limitation, any amounts the payment of which has been deferred by the Employee, excluding only payments earned by or allocated to the Employee under the AIP.

(d) A Person shall be deemed the “ Beneficial Owner” of any securities:

(i) that such Person or any of such Person ’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided , however , that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange;

(ii) that such Person or any of such Person ’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations issued under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided , however , that a Person shall not be deemed the “Beneficial Owner” of any security under this subsection (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations issued under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person ’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subsection (ii) above) or disposing of any voting securities of BMBC; provided , however , that nothing in this Section 1(d) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition.

(e) “ Board” shall mean the board of directors of the Company or BMBC as the context of this Agreement indicates.

(f) “ Change of Control” shall be deemed to have taken place if (i) any Person (except BMBC, any Subsidiary of BMBC, any employee benefit plan of BMBC or the Company, any Person or entity organized, appointed or established by BMBC or any Subsidiary of BMBC for or pursuant to the terms of any such employee benefit plan) together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of 25% or more of the common stock of BMBC then outstanding, or (ii) during any twenty-four month period, individuals who at the beginning of such period constituted the Board of BMBC or the Company cease, for any reason, to constitute a majority thereof, unless the election, or the nomination for election by BMBC’s or the Company’s shareholders, as the case may be, of each director who was not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors in office at the time of such election or nomination, who were directors at the beginning of such period.

(g) “ Common Stock” shall mean the outstanding common stock of BMBC.

(h) “ Person” shall mean any individual, firm, corporation, partnership or other entity.

(i) “ Separation from Service” means, the Employee’s “separation from service”, within the meaning of Section 409A of the Code, from the Company To the extent required by the definition of “separation from service” under Section 409A of the Code, “Separation from Service” shall mean the Employee’s separation from service (as so defined) from both the Company and all other persons with whom the Company would be considered a “single employer under Section 414(b) or (c) of the Code, but replacing the phrase “at least 80 per cent” with the phrase “at least 50%” where it appears in Section 1563(a)(1), 2, and 3 of the Code and in the regulations under Section 414(c).

(j) “ Specified Employee” means an individual who is a “specified employee” with respect to the Company within the meaning of Section 409A of the Code.”

(k) “ Stock Plan” shall mean (i) BMBC’s Amended and Restated 2010 Long Term Incentive Plan; and (ii) any other stock option plan, stock option and stock appreciation rights plan, stock bonus plan, stock grant plan, or similar benefit plan established by BMBC and which exists for the benefit of the Employee at the time of a Change in Control.

(l) “ Subsidiary” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations issued under the Exchange Act.

(m) “ Termination Date” shall mean the date of receipt of the Notice of Termination described in Section 2 hereof or any later date specified therein, as the case may be.

(n) “ Termination upon a Change of Control” shall mean a Separation from Service upon or within two (2) years after a Change of Control either:

(i) initiated by the Company for any reason other than (x) the Employee’s continuous illness, injury or incapacity for a period of six consecutive months or (y) for “cause,” which shall mean misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of his/her duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its Subsidiaries or BMBC and its Subsidiaries taken as a whole; or

(ii) initiated by the Employee following one or more of the following occurrences:

(A) a significant reduction by the Company or BMBC (if the Employee is an officer of BMBC) of the authority, duties or responsibilities of the Employee immediately prior to the Change of Control;

(B) any removal of the Employee from his/her officer position with BMBC, the Company and its Subsidiaries held by him/her immediately prior to the Change of Control, except in connection with pro motions to higher office;

(C) a reduction by the Company in the Employee ’s Base Salary as in effect immediately prior to the Change of Control;

(D) revocation or any modification of the AIP or Stock Plan, or any action taken pursuant to the terms of either plan, which materially (x) reduces the opportunity to receive compensation under any or both of such plans of equivalent amounts received by the Employee during the three (3) fiscal years immediately preceding the Change of Control, subject to the right of the Boards of Directors of BMBC or the Company, as appropriate, to establish in a manner consistent with past practice, prior to the Change of Control, reasonable goals under the AIP or Stock Plan, (y) reduces the compensation payable to the Employee under either or both of such plans but which does not effect comparable reductions in the compensation payable to the other participants in such plans, or (z) increases the compensation payable to other participants in either or both of such plans but which does not effect corresponding increases in the amount of compensation payable to the Employee;

(E) a transfer of the Employee, without his/her express written consent, to a location which is outside the Greater Philadelphia area (or the general area in whic h his/her principal place of business immediately preceding the Change of Control may be located at such time, if other than Bryn Mawr, Pennsylvania), or which is otherwise an unreasonable commuting distance from the Employee’s principal residence at the date of the Change of Control;

(F) the Employee being required to undertake business travel to an extent substantially greater than the Employee ’s business travel obligations immediately prior to the Change of Control; or

(G) any failure of the Company to c omply with and satisfy Section 13 of this Agreement.

2. Notice of Termination . Any Termination upon a Change of Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall not be more than 15 days after the giving of such notice).

3. Severance Compensation upon Termination . Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall pay to the Employee, within fifteen (15) days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in paragraph (b) of Section 11 hereof cannot be completed within fifteen (15) days) an amount in cash equal to three (3) times the sum of the Employee’s Base Salary in effect either immediately prior to the Separation from Service or immediately prior to the Change of Control, whichever is higher.

4. Other Payments . Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall:

(a) pay to the Employee within fifteen (15)  days after the Termination Date:

(i) unless the Employee has exercised such options, an amount equal to the excess, if any, of the aggregate fair market value of the shares of BMBC ’s Common Stock subject to all stock options outstanding and unexercised as of the Termination Date, whether vested or unvested, granted to the Employee under the Stock Plan, over the aggregate exercise price of all such stock options. For purposes of this paragraph, fair market value shall mean the highest of (x) the closing price of BMBC’s Common Stock on the last business day the Common Stock was traded immediately preceding the Termination Date, if such Common Stock is publicly traded at such date, (y) if such Common Stock is not publicly traded at the Termination Date, the value determined by an independent appraiser, such appraiser to be selected by the Employee and to be reasonably satisfactory to the Company (the fees and expenses of such appraiser to be borne by the Company), or (z) the highest per share price of BMBC’s Common Stock paid (in connection with the Change of Control or at any time thereafter) by the Person or group whose acquisition of shares of Common Stock of BMBC has given rise to a Change of Control;

(ii) to the extent not theretofore paid, the Employee ’s Base Salary through the Termination Date and a further amount equal to the Employee’s salary in lieu of his/her unused vacation pay, if any, both calculated at the salary rate in effect on the Termination Date, or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Termination Date;

(iii) to the extent not theretofore paid, an amount equal to all awards earned by the Employee under the AIP in re spect of complete plan periods prior to the Termination Date (excluding all amounts the payment of which was previously deferred under such plans which shall be payable in accordance with their terms). In the event that the Company’s financial statements for any fiscal years, included in such plan periods, have not yet been completed at the Termination Date, the Company shall pay to the Employee the amounts due hereunder as soon as possible thereafter;

(iv) payment in respect of the AIP for the uncompleted fiscal year during which Separation from Service occurs determined by multiplying the amount determined in Section 4(a)(iii) by a fraction, the numerator of which shall be the number of days between the Termination Date and the last day of the last full fiscal year prior to the Termination Date and the denominator of which shall be Three Hundred Sixty Five (365); and

(b) to the extent permitted by applicable law, continue or cause to be continued until thirty-six (36)  whole months after the Termination Date, on the cost-sharing basis in effect immediately prior to the Change of Control, medical, dental, life and disability insurance benefits substantially equivalent in all material respects to and payable in the same amounts and according to the same schedule as those furnished by the Company to the Employee immediately prior to the Change of Control; provided, however , that the obligation of the Company to provide such benefits shall cease at such time as the Employee is employed on a full-time basis by a Person not owned or controlled by the Employee that provides the Employee, on substantially the same cost-sharing basis between the Company and the Employee in effect immediately prior to the Change of Control, with medical, dental, life and disability insurance benefits substantially equivalent in all material respects to those furnished by the Company and its Subsidiaries to the Employee immediately prior to the Change of Control;

(c) pay for reasonable career counseling services provided by [_________] or any such equivalent agency satisfactory to both the Company and the Employee payable in the same amounts and on the same schedule as in effect, immediately prior to the Change of Control, and payable for no more than thirty six (36) whole months after the Termination Date.

(d) Payments or reimbursements pursuant to subsection (b) and (d)  of this Section 4 shall be subject to the following conditions:

(i) Payments shall be made on a calendar year basis;

(ii) Amounts payable with respect to a calendar year shall not affect amounts payable with respect to another calendar year; and

(iii) Payments with respect to expenses incurred must be made no later than the end of the calendar year following the calendar year in which they were incurred.

4A. Six (6) Month Delay in Payments. Notwithstanding anything in this Agreement to the contrary, if the Employee is a Specified Employee on the date of his Separation From Service, then in no event shall any amount payable to him or her be paid before the date that is six months after the date of such Separation From Service .

5. Establishment of Trust . Immediately upon a Change of Control as herein defined, the Company shall establish an irrevocable trust fund pursuant to a trust agreement to hold assets to satisfy its obligations hereunder. Funding of such trust fund shall be subject to the Company’s discretion, as to be set forth in the agreement pursuant to which the trust fund will be established.

6. Enforcement .

(a) In the event that the Company shall fail or refuse to make payment of any amounts due the Employee under Sections 3 and 4 hereof within the respective time periods provided therein, the Company shall pay to the Employee, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Section 3, 4 or 5, as appropriate, until paid to the Employee, at the prime rate published daily in the Wall Street Journal, each change in such rate to take effect on the effective date of the change in such prime rate.

(b) It is the intent of the parties hereto that the Employee not be required to incur any expenses associated with the enforcement of his/her rights under this Agreement by arbitration, litigation or other le gal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Employee hereunder. Accordingly, the Company shall pay the Employee on demand the amount necessary to reimburse the Employee in full for all expenses (including all attorneys’ fees and legal expenses) incurred by the Employee in enforcing any of the obligations of the Company under this Agreement.

7. No Mitigation . The Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise.

8. Nonexclusivity of Rights . Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by BMBC, the Company or any of its Subsidiaries or Affiliates and for which the Employee may qualify; provided, however, that if the Employee becomes entitled to and receives all of the payments provided for in this Agreement, the Employee agrees to waive his/her right to receive payments under any severance plan or program applicable to all employees of the Company.

9. No Set-Off . The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Employee or others and the Company hereby agrees not to exercise any such rights with respect to payment due the Employee pursuant to this Agreement.

10. Certain Reduction of Payments .

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determine d as set forth herein that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

(b) All determinations to be made under this Section  10 shall be made, in writing, by KPMG LLP, or the Company’s independent certified public accountant immediately prior to the Change of Control, if other than KPMG LLP, (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Company and the Employee within ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his or her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 10, which determination shall be made by delivery of written notice to the Company within 10 days of Employee’s receipt of the determination of the Accounting Firm. Within five (5) days after the Employee’s timely determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee, such amounts as are then due to the Employee under this Agreement. In the event Employee does not make such timely determination then within 15 days after Company’s receipt of the determination of the Accounting Firm, the Company in its sole discretion may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount.

(c) As a result of the uncertainty in the application of Section  280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Employee which the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by the Employee to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest thereon at the Federal Rate.

(d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b)  and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

11. Settlement of All Disputes .

(a) The Employee and the Company acknowledge that the Compensation Committee of the Company ’s Board intends to review and approve a schedule indicating a method of calculating certain payments to be made to the Employee hereunder in the event of a Termination upon a Change of Control. In the event that the compensation plans referred to herein change prior to a Change of Control, the Compensation Committee of the Company’s Board may, prior to such Change of Control, revise the schedule to reflect such changes. The method of calculation set forth on such schedule, as so revised prior to a Change of Control, shall be followed by the parties hereto unless manifestly unfair to the Employee.

(b) In the event of any dispute, controversy or claim arising out of or relating to any provision of this Agreement or the Employee ’s Termination upon a Change of Control, the Company shall appoint as the sole and exclusive arbiter of such dispute, controversy or claim, a committee composed of two persons who were members of the Company’s Board at any time within five (5) years prior to the Change of Control (which persons may, but need not be, directors of the Company at the time of such dispute, controversy or claim); provided , however , that no person shall be eligible to serve thereon who (i) is at the Termination Date, or shall have been at any time within one year prior thereto, an executive officer of the Company, or (ii) shall be or have been at any time related in any manner to or otherwise affiliated with, or was first nominated by, the corporation, Person or group whose acquisition of shares of Common Stock of BMBC has given rise to a Change of Control. The decision of such committee and the award of any monetary judgment or other relief by such committee shall be final and binding upon the Employee and the Company, and shall not be subject to appeal. Judgment may be entered upon the decision and award of such committee by the Employee or the Company in any court of competent jurisdiction. The Company shall pay the persons selected pursuant to this subsection a reasonable fee for their services, and shall reimburse such persons for their expenses incurred in this capacity. In addition, the Company shall, to the maximum extent permitted by law, indemnify and hold harmless such persons of and from any and all claims, damages or expenses of any nature whatsoever relating to or arising from their activities in this capacity.

(c) In the event that the Company shall be unable to appoint the committee referred to in paragraph (b) above after good faith efforts to do so, or in the event that such committee cannot reach a unanimous agreement, any remaining dispute, controversy or claim arising out of or relating to any provision of this Agreement or the Employee’s Termination upon a Change of Control shall be settled by arbitration in the City of Philadelphia, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three (3) arbitrators, two (2) of whom shall be selected by the Company and the Employee, respectively, and the third of whom shall be selected by the other two arbitrators. Each arbitrator selected as provided herein is required to be or have been a director or an executive officer of a corporation whose shares of common stock were listed during at least one year of such service on the New York Stock Exchange or the American Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotations System. Any award entered by the arbitrators shall be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration shall be paid by the Company.

(d) The party or parties challenging the right of the Employee to the benefits of this Ag reement shall in all circumstances have the burden of proof.

12. Term of Agreement . The term of this Agreement shall be for three (3) years from the date hereof and shall automatically be extended for additional one-year periods unless written notice of termination of this Agreement is provided to the Employee by the Company at least one year prior to the expiration of the initial three (3) year term or any one-year renewal period; provided, however, that (i) after a Change of Control during the term of this Agreement, this Agreement shall remain in effect for a period of two (2) years and until all of the obligations of the parties hereunder are satisfied or have expired, and (ii) this Agreement shall terminate if, prior to the Change of Control, the employment of the Employee with the Company or any of its Subsidiaries shall terminate for any reason whatsoever.

13. Successor Company . The Company shall require any Person who acquires the majority of the Common Stock of the Company or BMBC or any successor or successors thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or BMBC, by agreement, in form and substance satisfactory to the Employee, to acknowledge expressly, in writing, that this Agreement is binding upon and enforceable against the Company or BMBC or any successor or successors thereto in accordance with the terms hereof and the instrument of transfer, and to become jointly and severally obligated with the Company to perform this Agreement, in the same manner and to the same extent that the Company would be required to perform this Agreement if no such acquisition purchaser, merger consolidation, succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any such successor or successors to its business and/or assets, jointly and severally.

14. Notice . All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

If to the Company, to:

The Bryn Mawr Trust Company

801 Lancaster Avenue

Bryn Mawr, PA 19010

Attention: General Counsel

If to the Employee, to:

[NAME]

[ADDRESS]

[ADDRESS]

or to such other names or addresses as the Company or the Employee, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section , or, in the case of Employee, to such other address listed as the residential address of Employee in the corporate records of the Company. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.

15. Governing Law . This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions that would apply the law of a different jurisdiction .

16. Contents of Agreement, Amendment and Assignment .

(a) This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof[[ , including, without limitation, the provisions of Section [_] of the employment letter agreement [of even date herewith] between the [__________ and Employee] (the “Employment Agreement”) as they would apply in the event of a Change of Control. For purposes of clarity, any payments made to Employee pursuant to the provisions of this Agreement shall be made instead of, and not in addition to, payments that would otherwise be made pursuant to Section [__] of the Employment Agreement.]] This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Employee and approved by the Board and executed on the Company’s behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Employee under certain compensation or bonus plans (including without limitation the AIP and Stock Plan) under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Boards of BMBC or the Company.

(b) Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company.

(c) The Employee a cknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement.

(d) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceab le by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part by the Company.

17. Severability . If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

18. Remedies Cumulative; No Waiver . No right conferred upon the Employee by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by the Employee in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including without limitation any delay by the Employee in delivering a Notice of Termination pursuant to Section 2 hereof after an event has occurred which would, if the Employee had resigned, have constituted a Termination upon a Change of Control pursuant to Section 1(n)(ii) of this Agreement.

19. Compliance with Section 409(A) of the Code . This Agreement is intended to comply with the provisions of Section 409A of the Code and shall be interpreted to be consistent with Section 409A of the Code.

20. Miscellaneous . All section headings in this Agreement are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

Signature Page Follows

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.