ALLIANCE BANCORP, INC. OF PENNSYLVANIA 2011 STOCK OPTION PLAN COMPENSATORY STOCK OPTION AGREEMENT

A COMPENSATORY STOCK OPTION (“Option”) for a total of ____________ shares of common stock, par value $0.01 per share (“Common Stock”), of Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (the “Corporation”), is hereby granted this 20th  day of July 2011 (hereinafter referred to as the “Date of Grant”) to _______________________ (the “Optionee”) pursuant to the Corporation’s 2011 Stock Option Plan (the “Plan”).  The Option granted hereby is subject in all respects to the terms and provisions of the Plan and this Agreement.  The Option granted hereby is a compensatory or Non-Qualified Option, and is not an Incentive Stock Option.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

1.           Option Price.  The option price shall be $11.05 for each share of Common Stock eligible to be exercised hereunder, which price is not less than the greater of: (i) 100% of the Fair Market Value of the Common Stock on the Date of Grant of this Option or (ii) $10.00.

2.           Exercise of Option.  This Option shall become vested and be exercisable pursuant to the provisions of Section 8.03 of the Plan, as follows:

(a)           Schedule of Right of Exercise.

Date on Which the Option May First be Exercised		Number of Shares of Common Stock Subject to the Option Which May be Exercised
July 20, 2012
July 20, 2013
July 20, 2014
July 20, 2015
July 20, 2016

The right to exercise the Option pursuant to the above schedule is cumulative.  In accordance with the provisions of Section 8.03(b) of the Plan, the above vesting schedule shall not apply, and vesting shall be accelerated, in the event of the Optionee's death or Disability or in the event of a Change in Control.

(b)           Method of Exercise.  This Option shall be exercisable by written notice to the Secretary of the Corporation on the Compensatory Stock Option Exercise Form provided herewith which shall:

(i)

state the election to exercise the Option, the number of shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, his or her address and Social Security number (or if more than one, the names, addresses and Social Security numbers of each of such persons);

 

 

Compensatory Stock Option Agreement

Page 2

(ii)

be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Corporation, of the right of such person or persons to exercise the Option;

(iii)

be in writing and delivered in person or by certified mail to the Secretary of the Corporation at its main office; and

(iv)

be accompanied by payment for the shares of Common Stock with respect to which the Option is being exercised.

Payment of the purchase price of any shares with respect to which the Option is being exercised shall be made in accordance with the provisions of Section 8.07 of the Plan.

(c)          Restrictions on Exercise.  This Option may not be exercised if the issuance of the shares of Common Stock upon such exercise would constitute a violation of any applicable federal or state securities law or regulation or any other law or valid regulation.  As a condition to the exercise of this Option, the Corporation may require the person exercising this Option to make any representation or warranty to the Corporation as may be required by any applicable law or regulation.

3.          Non-transferability of Option.  This Option may not be transferred except as provided in Section 8.05 of the Plan.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors, assigns or legal representative of the Optionee.

4.          Term of Option.  Subject to the exceptions provided in Sections 8.04(b) and 8.09(b) of the Plan, this Option may be exercised at any time on or after it vests and becomes exercisable until the earlier of (i) ten (10) years after the date hereof or (ii) six months after the date on which the Optionee terminates employment and/or service as a Non-Employee Director. Provided, however, in the event the Optionee terminates his employment or service as a director with the Corporation or a Subsidiary Company following a Change in Control without having fully exercised this Option, the Optionee will have a right to exercise this Option during the period ending on the earlier of: (i) the last day of the original ten (10) year term or (ii) the day which is eighteen (18) months after the date on which employment or service as a director terminates.

5.          Withholding.  In accordance with Article XII of the Plan, the Corporation shall be entitled to withhold from any compensation or other payments then or thereafter due to the Optionee such amounts as may be necessary to satisfy any withholding requirements of federal or state law or regulation and, further, to collect from the Optionee any additional amounts which may be required for such purpose.

 

 

Compensatory Stock Option Agreement

Page 3

 

6.             Terms and Conditions.  The terms and conditions included in the Plan are incorporated herein by reference, and to the extent that any conflict may exist between the terms and conditions included in the Plan and the terms of this Agreement, the terms and conditions included in the Plan shall control.