PRUDENTIAL BANCORP, INC. PRUDENTIAL SAVINGS BANK RETIREMENT AGREEMENT

Exhibit 10.1

PRUDENTIAL BANCORP, INC.

PRUDENTIAL SAVINGS BANK

RETIREMENT AGREEMENT

This Retirement Agreement (the “Agreement”) by and among Prudential Bancorp, Inc. (the “Company”), Prudential Savings Bank (the “Bank” and collectively with the Company, “Prudential”), and Thomas A. Vento is entered into as of December 22, 2015.

WHEREAS, Mr. Vento currently serves as a member of the Board and as Chairman of the Board of Directors of each of the Company and the Bank;

WHEREAS, Prudential and Mr. Vento previously entered into a retirement and transition agreement dated as of May 13, 2015 (the “Transition Agreement”);

WHEREAS, Mr. Vento also has previously entered into an Endorsement Split-Dollar Agreement with the Bank dated January 1, 2006 (the “Split-Dollar Agreement”), providing for certain benefits with respect to split-dollar insurance maintained by the Bank for his benefit;

WHEREAS, Mr. Vento has provided valuable services to the Bank for more than fifty years and to the Company since its formation in 2013 (and to its predecessor from its formation in 2004);

WHEREAS, Mr. Vento desires to resign his position as Chairman of the Board of Directors of each of the Company and the Bank as well as retire as a member of the Board of each of the Company and the Bank; and

WHEREAS, Mr. Vento is willing to relinquish his rights under the Transition Agreement and to have it superseded by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:

1.           Effective Date. The “Effective Date” of the Agreement is December 22, 2015.

2.           Service on the Boards; Retirement.

(a)          As of the Effective Date, Mr. Vento shall resign from his position as Chairman of the Board of the Board of Directors of each of the Company and the Bank.

(b)          As of the Effective Date, Mr. Vento will retire from his position as a member of the Board of Directors of each of the Company and the Bank.

(c)          Mr. Vento is hereby appointed, as of the Effective Date, as a director emeritus of the Bank to serve in that capacity, which Mr. Vento accepts, through February 29, 2020 (“Service Period”). Mr. Vento will have no specified duties except as may be mutually agreed to by the Bank and Mr. Vento.

3.           Compensation; Benefits.

(a)          Compensation. Mr. Vento shall not be entitled to any cash compensation for his service as a director emeritus during the Service Period. The Chairman’s fee, as such term is defined in the Transition Agreement, shall cease as of the Effective Date.

(b)          Split-Dollar Agreement. The Split-Dollar Agreement shall remain in full force and effect and Mr. Vento’s rights and privileges thereunder shall not be affected by or be subject to the provisions of this Agreement. The Bank agrees during the period this Agreement is in effect to not terminate the Split-Dollar Agreement. In addition, the Bank agrees to maintain during the period this Agreement is in effect the bank owned life insurance owned by the Bank that provides the life insurance benefits covered by the Split-Dollar Agreement.

(c)          Medical, Dental and Other Insurance Benefits. Effective as of the Effective Date, the Bank and/or the Company shall cease to provide medical and dental insurance for the benefit of Mr. Vento and his spouse at no cost to Mr. Vento and his spouse. Notwithstanding the forgoing, Mr. Vento may elect continued medical and dental coverage at his expense pursuant to COBRA to the extent and for the amount of time it is permissible to maintain continued COBRA coverage. In addition to the life insurance coverage provided pursuant to the Split-Dollar Agreement as set forth in Section 3(b), the Bank will promptly assign to Mr. Vento, effective as of the Effective Date, the supplemental life insurance policy issued by Lincoln National Insurance Company, Policy No. JF5434389 (the “Policy”), covering Mr. Vento; Mr. Vento will be responsible for payment of any and all premiums due and payable after the Effective Date with respect to the Policy.

(d)          Existing Stock Options and Restricted Stock Awards. The 114,456 vested stock options held by Mr. Vento as of the Effective Date of this Agreement to purchase shares of common stock of the Company shall remain outstanding and exercisable in accordance with their terms. The options covering 121,511 shares of common stock of the Company and the restricted stock awards covering 63,583 shares which remain unvested as of the Effective Date will continue to vest in accordance with the terms of their grant so long as Mr. Vento continues to serve as a director emeritus of the Bank.

(e)          Employee Benefit Plans. Mr. Vento shall be entitled to receive his vested benefits under the Bank’s Employee Stock Ownership Plan, the Bank’s 401(k) profit sharing plan and the Bank’s multiple employer defined benefit pension plan in accordance with the terms of such plans. As of October 1, 2015, Mr. Vento was no longer entitled to participate in any of the employee benefit plans or programs offered by the Company, the Bank or any of their subsidiaries (except to the extent permitted by the terms of such plans), and no additional benefits accrued or vested or shall accrue or vest on behalf of Mr. Vento under such employee benefit plans or programs subsequent to October 1, 2015, except as set forth in Sections 3(b), 3(c) and 3(d) hereof or as otherwise provided under the terms of such plans.

(f)           Expenses. The Company and/or the Bank shall reimburse Mr. Vento or otherwise provide for or pay for all reasonable expenses, if any, incurred by Mr. Vento at the specific request of the Company or the Bank, subject to such reasonable documentation as may be requested by the Company or the Bank. If such expenses are paid in the first instance by Mr. Vento, the Company and/or the Bank shall reimburse Mr. Vento therefor upon receipt of such reasonable documentation as may be requested by the Company. Such reimbursements or payments shall be made promptly by the Company or the Bank, as applicable, and, in any event, no later than March 15^th of the year immediately following the year in which such expenses were incurred.

(g)          Transfer of Automobile. The Bank shall transfer to the Executive the title on the company-provided automobile currently used by the Executive. Such title transfer shall occur within ten (10) business days following the Effective Date, without the payment of any consideration by the Executive; provided, however, Mr. Vento will be responsible for the expenses incurred in connection with the transfer thereof.

4.            Termination.

(a)          Cause. The Company and the Bank may terminate Mr. Vento’s service as a director emeritus during the Service Period for Cause. For purposes of this Agreement, “Cause” shall mean removal of Mr. Vento as a director emeritus because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, willful conduct which is materially detrimental (monetarily or otherwise) to the Company and/or the Bank or material breach of any provision of this Agreement, in each case with respect to matters that occurred, arose or were discovered during the Service Period. Notwithstanding the foregoing, for purposes hereof, a determination by regulatory authorities that Mr. Vento has willfully violated any applicable law, rule or regulation or final cease-and-desist order shall constitute Cause.

For purposes of this provision, no act or failure to act, on the part of Mr. Vento, shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company and/or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of either the Company or the Bank or based upon the advice of counsel for the Company and/or the Bank shall be conclusively presumed to be done, or omitted to be done, by Mr. Vento in good faith and in the best interests of the Company and the Bank. The removal of Mr. Vento as a director emeritus for conduct described the paragraph above shall not be deemed to be for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of the Company and/or the Bank (excluding Mr. Vento) at a meeting of the Board of Directors called and held for such purpose (after not less than ten (10) days advance notice is provided to Mr. Vento and he is given an opportunity, together with counsel chosen by him, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board, Mr. Vento is guilty of the conduct described above, and specifying the particulars thereof in detail.

As of the date hereof, neither Mr. Vento nor the Company is aware of facts that would constitute “Cause” as defined under this Agreement.

(b)          Notice of Termination. Any termination by the Company and/or the Bank for Cause shall be communicated by a written Notice of Termination to the other party hereto given in accordance with Section 12 of this Agreement. 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) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for removal of Mr. Vento as a director emeritus under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The failure by the Company and/or the Bank to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company and/or the Bank, hereunder or preclude the Company and/or the Bank, respectively, from asserting such fact or circumstance in enforcing his or the Company’s or the Bank’s rights hereunder.

(e)          Date of Termination. “Date of Termination” means if Mr. Vento’s service as a director emeritus is terminated by the Company and/or the Bank for Cause, the date on which the Notice of Termination is given, or any later date specified therein within thirty (30) days of delivery of such notice, as the case may be.

5.           Covenants.

(a)          Mr. Vento agrees that he shall not make, or cause to be made, any disparaging or critical remarks, comments or statements about or against the Company or its subsidiaries (including the Bank) or affiliates or any director, officer, employee or customer of any such entities at any time in the future, except for any statements by him made pursuant to lawful subpoena or legal process. The Bank will advise the members of its Board of Directors (and those of the Company’s Board of directors) and all executive officers of the Bank and the Company (collectively, the “Persons to be Advised”) that they should not make public statements that are in any way disparaging or negative towards Mr. Vento. The Bank will advise the Persons to be Advised that a non-disparagement agreement is in effect, and will use reasonable efforts to enforce compliance with this Agreement. Notwithstanding the foregoing agreement, the parties hereto recognize and acknowledge that the Bank and the Company will not be liable for statements between the Bank and/or the Company and its independent auditors, state and federal banking regulators, the Securities and Exchange Commission or statements necessary to comply with applicable law or regulation. In addition, nothing contained herein shall prevent any of the parties hereto from making any truthful statement in connection with any legal proceeding or investigation by the Company or any governmental authority.

(b)          Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), Mr. Vento shall keep secret and confidential and shall not disclose to any third party (other than the Bank or any of its subsidiaries or affiliates or any persons employed or engaged by such entities) in any fashion or for any purpose whatsoever any information regarding the Bank or any of its subsidiaries or affiliates which is not available to the general public to which Mr. Vento was granted access at any time prior to the Effective Date or during the Service Period, including, without limitation, any of the following information relating to the Bank or any Bank subsidiary or affiliate: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; the names and addresses of customers or prospective customers, including any customer lists; work performed or services rendered for any customer; any method and/or procedures relating to projects or other work developed for the Bank or any subsidiary or affiliate; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures.

(c)          Mr. Vento agrees that damages at law will be an insufficient remedy to the Company and the Bank in the event that Mr. Vento violates any of the provisions of subsections (a) or (b) of this Section 5, and that the Company or the Bank may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in subsections (a) or (b) of this Section 5. Mr. Vento hereby consents to the right of the Company and the Bank to seek (i) any injunction (temporary or otherwise) and (ii) to any other court order which may be issued against Mr. Vento from violating, or directing Mr. Vento to comply with, any of the covenants in subsections (a) or (b) of this Section 5. Mr. Vento also agrees that such remedies that may be obtained shall be in addition to any and all remedies, including damages, available to the Company or the Bank against Mr. Vento for such breaches or threatened or attempted breaches.

(d)          In addition to the rights of the Bank set forth in subsection (c) of this Section 5, in the event that Mr. Vento shall violate the terms and conditions of subsections (a) or (b) of this Section 5, the Company and its subsidiaries and affiliates may terminate any payments or benefits of any type and regardless of source payable by the Company or its subsidiaries or affiliates, if applicable, to Mr. Vento, other than with respect to payments or benefits to Mr. Vento under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

6.            Designation of Beneficiary. Mr. Vento may from time to time, by providing a written notification to the Bank and/or the Company, designate any person or persons (who may be designated concurrently, contingently or successively), his estate or any trust or trusts created by him to receive benefits which are provided under the terms of this Agreement. Each beneficiary designation shall revoke all prior designations and will be effective only when filed in writing with the Compensation Committee of the Board of Directors of the Bank (the “Committee”). If Mr. Vento fails to designate a beneficiary or if a beneficiary dies before the date of Mr. Vento’s death and no contingent beneficiary has been designated, then the benefits which are payable as aforesaid shall be paid to his estate. If benefits commence to be paid to a beneficiary and such beneficiary dies before all benefits to which such beneficiary is entitled have been paid, the remaining benefits shall be paid to the successive beneficiary or beneficiaries designated by Mr. Vento, if any, and if none to the estate of such beneficiary.

7.           Unsecured Promise. Nothing contained in this Agreement shall create or require the Company or the Bank to create a trust of any kind to fund the benefits provided hereunder. Any insurance policy or other asset acquired or held by, or on behalf of, the Bank or funds allocated by the Bank in connection with the liabilities assumed by the Bank pursuant to this Agreement shall not be deemed to be held under any trust for the benefit of Mr. Vento or his beneficiaries or to be a security for the performance of the obligations of the Bank pursuant hereto but shall be and remain a general asset of the Bank. To the extent that Mr. Vento or any other person acquires a right to receive payments from the Bank hereunder, such right shall be no greater than the right of any unsecured general creditor of the Bank.

8.           Release of the Company and Related Parties.

(a)          In consideration of the payments and the benefits to be provided to Mr. Vento pursuant to this Agreement, the sufficiency of which is acknowledged hereby, Mr. Vento, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, the Bank and each of their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which Mr. Vento, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with Mr. Vento’s service to any member of the Company Affiliated Group (or the predecessors thereof) through and including the Effective Date in any capacity, or the termination of such service in any such capacity as of the Effective Date, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law and all other laws concerning unlawful and unfair labor and employment practices), (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), ERISA, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Family and Medical Leave Act and any similar or analogous state statute, and (vi) under the Employment Agreement, excepting only:

(A)         the rights of Mr. Vento as a shareholder of the Company, including his stock options and restricted stock awards as described in Section 3(d);

(B)         the right of Mr. Vento to receive COBRA continuation coverage in accordance with applicable law;

(C)         rights to indemnification Mr. Vento may have under (i) applicable corporate law, (ii) the articles of incorporation, charter or bylaws of any entities included in the Company Affiliated Group, (iii) any other agreement between Mr. Vento and a Company Released Party, or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(D)         claims for vested benefits under any health, disability, retirement, life insurance or other similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group existing as of the Effective Date (the “Company Benefit Plans”); and

(E)          the rights of Mr. Vento under this Agreement.

(b)          Mr. Vento acknowledges and agrees that the release of claims set forth in this Section 7 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, with any such liability being expressly denied.

(c)          The release of claims set forth in this Section 8 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses.

(d)          Mr. Vento specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 8 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind.

(e)          Mr. Vento covenants and agrees that neither he, nor any person or entity on his behalf, will file or cause or permit to be filed any civil action, suit, arbitration or legal proceeding seeking any type of personal relief, or share in any remedy against the Bank or any other Company Released Party, involving any matter which: (i) is the subject of this Agreement; (ii) arises from, or relates or refers in any way to, Mr. Vento’s employment with the Bank, the termination of that employment, the Employment Agreement, or the action or inaction of any of the Company Released Parties through and including the Effective Date; or (iii) occurred at any time in the past up to and including the date of Mr. Vento’s execution of this Agreement, or involves any continuing effects of any actions or practices which may have arisen or occurred on or prior to his execution of this Agreement; provided, however, that nothing in this Agreement prevents Mr. Vento from (x) filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency, except that he acknowledges that he shall not be able to recover any monetary benefits in connection with any such claim, charge or proceeding, or (y) initiating an action to enforce the terms of this Agreement or pursue claims pursuant to subsections (A) thorough (D) of Section 7(a).

(f)           Mr. Vento shall have a period of 21 days to consider whether to execute this Agreement. To the extent Mr. Vento has executed this Agreement within less than 21 days after its delivery to him, Mr. Vento hereby acknowledges that his decision to execute this Agreement prior to the expiration of such 21-day period was entirely voluntary. If Mr. Vento accepts the terms hereof and executes this Agreement, he may thereafter, for a period of seven days following (and not including) the date of execution (the “Revocation Period”), revoke this Agreement. If Consultant determines to revoke this Agreement prior to the expiration of the Revocation Period, he shall provide a written notice to the Bank in accordance with Section 12 prior to such expiration. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against Mr. Vento, on the day next following the day on which the foregoing Revocation Period has elapsed. Any revocation of this Agreement shall be deemed for all purposes a revocation of this Agreement in its entirety.

(g)          Mr. Vento acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

(h)          Mr. Vento acknowledges and agrees that he has been advised by the Company and the Bank to consult with independent legal counsel of his choosing in connection with his review of this Agreement prior to executing this Agreement, that he has done so or had the opportunity to do so, that he has read and had the terms of this Agreement explained to him, and that he has entered into this Agreement voluntarily and with full knowledge of its significance, meaning and binding effect. Mr. Vento acknowledges and agrees that neither the Company or the Bank nor its agents or representatives has made any promises, statements or representations, either oral or written, to Mr. Vento or anyone else concerning the terms or effects of this Agreement other than those expressly contained herein.

(h)          In addition to any other remedy available to the Company or the Bank hereunder, in the event that, as a result of a challenge brought by Mr. Vento, the release of claims set forth in Section 8 becomes null and void or is otherwise determined not to be enforceable, then the obligation of the Bank to make any additional payments or to provide any additional benefits under this Agreement shall immediately cease to be of any force and effect, and Mr. Vento shall promptly return to the Bank any payments or benefits the provision of which by the Bank was conditioned on the enforceability of this Agreement.         

9.            Full Settlement. The obligations of the Company and/or the Bank to perform its respective obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company and/or the Bank may have against Mr. Vento or others. In no event shall Mr. Vento be obligated to seek other services or take any other action by way of mitigation of the amounts payable to him under any of the provisions of this Agreement.

10.         Representations and Warranties. Each party hereto represents and warrants to each other that they have carefully read this Agreement and consulted with respect thereto, to the extent deemed appropriate, with their respective counsel and that each of them fully understands the content of this Agreement and its legal effect. Each party hereto also represents and warrants that this Agreement is a legal, valid and binding obligation of such party which is enforceable against it in accordance with its terms.

11.         Successors and Assigns. This Agreement will inure to the benefit of and be binding upon Mr. Vento and his assigns and upon the Company and the Bank any successor to the Company or the Bank and by merger or consolidation or any other change in form or any other person or firm or corporation to which all or substantially all of the assets and business of the Company and the Bank may be sold or otherwise transferred. Any successor to the Company or the Bank by merger, consolidation or other change in form shall expressly in writing assume all obligations of the Company or the Bank hereunder as fully as if it had been originally made a party hereto, and this Agreement shall continue in effect following any change in control of the Company and/or the Bank. This Agreement may not be assigned by any party hereto without the written consent of the other parties hereto.

12.         Notices. Any communication to a party required or permitted under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party or parties, as applicable:

If to Mr. Vento:

Thomas A. Vento

At the address last appearing on the

personnel records of the Bank

If to the Company and the Bank:

Prudential Bancorp, Inc.

Prudential Savings Bank

1834 West Oregon Avenue

Philadelphia, Pennsylvania 19145

Attention: Corporate Secretary

13.         Withholding. The Company and/or the Bank may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

14.          Entire Agreement; Severability.

(a)          This Agreement incorporates the entire understanding between the parties relating to the subject matter hereof, recites the sole consideration for the promises exchanged and supersedes any prior agreements between the Company and/or the Bank and Mr. Vento with respect to the subject matter hereof including the Transition Agreement except as otherwise specifically provided herein. In reaching this Agreement, no party has relied upon any representation or promise except those set forth herein.

(b)          Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. In all such cases, the parties shall use their reasonable best efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the original purposes and intents of this Agreement.

15.         Amendment; Waiver.

(a)          This Agreement may not be amended, supplemented or modified except by an instrument in writing signed by each party hereto; provided, however, that notwithstanding anything in this Agreement to the contrary, the Company and the Bank may amend in good faith any terms of this Agreement, including retroactively, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

(b)          Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

16.         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

17.         Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and entirely to be performed within such jurisdiction.

18.         Headings. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated.

19.         Regulatory Provisions. Notwithstanding anything to the contrary contained in this Agreement, any payments to Mr. Vento by the Company and/or the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with, to the extent applicable, Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

[The next page is the signature page.]

IN WITNESS WHEREOF, Mr. Vento has hereunto set his hand, and the Company and the Bank, have caused this Agreement to be executed by their duly authorized officers, all as of the day and year first written above.