Exhibit 10.1


 


EXECUTION COPY


 


PRUDENTIAL BANCORP, INC.


PRUDENTIAL BANK


RETIREMENT AND CONSULTING AGREEMENT


 


This Retirement and Consulting
Agreement (the “Agreement”) is entered into as of March 1, 2017 by and between, on the one hand, Prudential Bancorp,
Inc. (the “Company”) and Prudential Bank (the “Bank” and collectively with the Company, “Prudential”),
and, on the other hand, Jerome R. Balka.


 


WHEREAS, Mr. Balka
currently serves as a member of the Boards of each of the Company and the Bank;


 


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


 


WHEREAS, Mr. Balka
has provided legal services to the Bank for several decades, including serving as the Bank’s general counsel;


 


WHEREAS, Mr. Balka
desires to retire as a member of the Board of Directors of each of the Company and the Bank; and


 


WHEREAS, the Bank
desires to have Mr. Balka undertake, and Mr. Balka is willing to undertake, certain consulting obligations on the terms and conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Effective
Date. The “Effective Date” of the Agreement is March 1, 2017.


 


2.            Service
on the Boards; Retirement; Consulting Period.


 


(a)          Effective
as of March 1, 2017 (“Retirement Date”), Mr. Balka will retire from his position as a member of the Board of Directors
of each of the Company and the Bank, as well as any positions he may have with the subsidiaries or affiliates of each entity.


 


(b)          Mr.
Balka is hereby appointed, effective as of the Retirement Date, as a director emeritus of the Bank to serve in that capacity, which
Mr. Balka accepts, through February 28, 2019 (the “Service Period”). Mr. Balka will be serving in his individual capacity
and not on behalf of Reger Rizzo & Darnall LLP (“RRD”) of which firm he is a partner as of the date hereof.


 


(c)          Effective
as of the Retirement Date, the Bank engages Mr. Balka, and Mr. Balka accepts such engagement to provide Consulting Services (as
hereinafter defined) to the Bank, subject to the terms and conditions of this Agreement, for the period commencing on the


 




    	 	1	 



    	 	 	 



    

 


Retirement Date and ending on the eighteenth
month anniversary of the Retirement Date, subject to its earlier termination in accordance with the terms hereof (the “Consulting
Period”).


 


3.            Consulting
Services.


 


(a)          Duties.
During the Consulting Period, Mr. Balka shall provide his personal advice and counsel to the Bank in connection with its business
and shall provide the following services (collectively, the “Consulting Services”):


 


(i) provide assistance,
as requested, with respect to any loan relationships of the Bank for which Mr. Balka served as counsel to the Bank or acted upon
in his capacity as a director thereof;


 


(ii) provide assistance
with respect to the ongoing litigation, Island View Properties, Inc., trading as Island View Crossing II, LP, and Renato J. Gualtieri
v. Prudential Savings Bank and any and all related litigation, including but not limited to Lava Funding, LLC v. Prudential Savings
Bank, Renato Gualtieri and Island View Crossing II, L.P. and any other litigation that may arise out of such lending relationship
(the “Litigation”);


 


(iii) participate in meetings
or teleconferences with the Chairman, the President and Chief Executive Officer and other members of senior management of the Bank
as may be reasonably requested from time to time; and


 


(iv) provide advice and
assistance to the directors and senior management of the Bank with respect to such other matters related to the business of the
Bank as may be reasonably requested from time to time by the directors and senior management of the Bank, including but not limited
to assistance with matters that may arise in connection with the Bank’s lending activities, including the Litigation, or
other litigation pending during the Consulting Period.


 


(b)          Reporting
Responsibilities. Mr. Balka shall report directly to, and his activities shall be overseen by, the Chairman of the Board of
Directors of the Bank, the President and Chief Executive Officer of the Bank and the Executive Vice President and Chief Operating
Officer of the Bank.


 


(c)          Location
of Services. The Consulting Services may be provided telephonically or electronically as the Chairman of the Board, the President
and Chief Executive Officer or their designees and Mr. Balka may agree. In addition, with the prior approval of the Chairman or
the President and Chief Executive Officer or their designees, Mr. Balka may provide the Consulting Services at the main office
of the Company and the Bank or at such other locations within the market areas of the Company and the Bank as may be reasonably
designated from time to time by the Chairman of the Board, the President and Chief Executive Officer or their designees. During
the term of this Agreement, the Chairman of the Board, the President and Chief Executive Officer or their designees may request
that Mr. Balka meet with them or other representatives of the Bank and with representatives of the loan relationships for which
Mr. Balka served as counsel to the Bank or the Bank’s counsel in connection with the Litigation.


 




    	 	2	 



    	 	 	 



    

 


(d)          Access
to Bank Records. Mr. Balka will only have access to Bank and Company records with the prior express permission of the Chairman
of the Board or the President and Chief Executive Officer or their designees.


 


(e)          Role.
Notwithstanding anything to the contrary herein, Mr. Balka is not being engaged to provide legal advice to the Bank as a part of
the Consulting Services being provided thereby pursuant to the terms hereof.


 


4.            Compensation;
Benefits.


 


(a)          Compensation
– Director Emeritus. Mr. Balka shall not be entitled to any cash compensation for his service as a director emeritus
during the Service Period.


 


(b)          Compensation-Consulting
Services. In consideration of the obligations and commitments of Mr. Balka under this Agreement, including but not limited
to Sections 2(c) and 3 regarding the Consulting Services, the covenants in Section 8, and the release provided by Mr. Balka in
Section 12 hereof, the Bank agrees to pay to Mr. Balka $3,000 per month on the first business day of each month during the Consulting
Period, commencing March 1, 2017 (the “Monthly Fee”), with the first payment of the Monthly Fee under this Agreement
to be paid upon the later of (i) within five business days subsequent to the expiration of Revocation Period (as defined in Section
12(f) hereof), provided that Mr. Balka does not revoke this Agreement during the Revocation Period, or (ii) March 15, 2017. During
the Consulting Period, Mr. Balka shall be treated as an independent contractor and shall not be deemed to be an employee of the
Bank or any affiliate or subsidiary of the Bank, including the Company.


 


(c)          Existing
Stock Options and Restricted Stock Awards. The 28,690 vested stock options held by Mr. Balka 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 18,000 shares of common stock of the Company and the restricted stock awards covering 6,000 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. Balka continues
to serve as a director emeritus of the Bank.


 


(d)          Expenses.
The Company and/or the Bank shall reimburse Mr. Balka or otherwise provide for or pay for all reasonable expenses, if any, incurred
by Mr. Balka 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. Balka, the Company and/or the Bank shall reimburse
Mr. Balka 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, within 60 days of submission of the necessary documentation by
Mr. Balka, absent extenuating circumstances, and, in any event, no later than March 15th of the year immediately following
the year in which such expenses were incurred.


 




    	 	3	 



    	 	 	 



    

 


5.            Termination.


 


(a)          Death
or Disability. Mr. Balka’s Consulting Services and his service as a director emeritus shall terminate automatically upon
his death during the Consulting Period. If the Bank determines in good faith that Mr. Balka has incurred a Disability during the
Consulting Period (pursuant to the definition of Disability set forth below), it may give to Mr. Balka written notice in accordance
with Section 16 of this Agreement of its intention to terminate Mr. Balka’s Consulting Services. In such event, Mr. Balka’s
Consulting Services with the Bank shall terminate effective on the 60th day after receipt of such notice by Mr. Balka (the “Disability
Effective Date”), provided that, within the 30 days after such receipt, Mr. Balka shall not have returned to performance
of his consulting duties. For purposes of this Agreement, “Disability” shall mean Mr. Balka is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, as determined by a physician jointly
selected by the Bank and Mr. Balka or Mr. Balka’s legal representative.


 


(b)          Cause.
Prudential may terminate Mr. Balka’s service as a director emeritus or as a consultant during the Service Period and/or Consulting
Period, as applicable, for Cause. For purposes of this Agreement, “Cause” shall mean removal of Mr. Balka as a director
emeritus and/or as a consultant because of personal dishonesty, incompetence, misconduct, breach of fiduciary duty involving personal
profit, failure to perform stated duties, violation of any law, rule or regulation (other than traffic violations or similar offenses)
or final cease-and-desist order, conduct which Prudential deems materially detrimental (monetarily or otherwise) to the Company
and/or the Bank, the issuance of any removal and prohibition order by any regulatory authority or material breach of any provision
of this Agreement. Notwithstanding anything in this Section 5(b) to the contrary, for purposes hereof, a determination by regulatory
authorities that Mr. Balka has violated any applicable law, rule or regulation or final cease-and-desist order shall constitute
Cause.


 


(c)          Notice
of Termination. Any termination by the Company and/or the Bank pursuant to the terms hereof shall be communicated by a written
Notice of Termination to the other party hereto given in accordance with Section 16 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. Balka as a director emeritus and/or a consultant 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 the
Company’s or the Bank’s rights hereunder.


 


(d)          Date
of Termination. “Date of Termination” means if Mr. Balka’s service as a director emeritus and/or a consultant
is terminated by the Company and/or the Bank for Cause, the date on which the Notice of Termination
is given, and with respect to a termination for any reason other than Cause, the date specified in the Notice and Termination,
which shall be not later than thirty (30) days following delivery of such notice.


 




    	 	4	 



    	 	 	 



    

 


6.            Obligations of
the Bank upon Termination of Consulting Services or Service as Director Emeritus.


 


(a)          Death.
If Mr. Balka’s services are terminated by reason of Mr. Balka’s death during the Consulting Period, the Bank shall
pay to Mr. Balka’s estate or beneficiary, as applicable, in a lump sum in cash within 15 days following the Date of Termination
the amount of (i) any earned but unpaid Monthly Fee of Mr. Balka through the Date of Termination plus (ii) any unpaid reimbursable
expenses provided for under Section 4(d) which were incurred on a before the Date of Termination (the “Accrued Obligation”).


 


(b)          Disability.
If Mr. Balka’s services are terminated by reason of his Disability during the Consulting Period, the Bank shall pay to Mr.
Balka in a lump sum in cash within 15 days following the Date of Termination the amount of any Accrued Obligation.


 


(d)          Cause.
If Mr. Balka’s services as a director emeritus or as a consultant are terminated for Cause during the Service Period and/or
the Consulting Period, this Agreement shall terminate without further obligations pursuant to this Agreement to Mr. Balka other
than for payment of the Accrued Obligation. The Accrued Obligation shall be paid to Mr. Balka in a lump sum in cash within 15 days
following the Date of Termination. Mr. Balka’s equity awards shall be governed by the terms of the respective plans pursuant
to which they were issued.


 


7.            Full
Settlement. Except as provided in Section 8(c) of this Agreement, the obligation of the Bank to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Bank and/or the Company may have against Mr. Balka or others.


 


8.            Covenants.


 


(a)          Mr.
Balka and Prudential agree that they shall not make or cause to be made, to any third party, any disparaging or critical remarks,
comments or statements about or against the other and, in the case of the Company, its subsidiaries (including the Bank) and affiliates
or any director, officer, employee or customer of any such entities at any time in the future, except for any statements by them
made pursuant to lawful subpoena or legal process. Prudential shall advise the members of the Boards 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
to third parties that are in any way disparaging or negative towards Mr. Balka. Prudential shall 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. The
parties further agree that neither Mr. Balka nor Prudential will be liable for statements to Prudential’s independent auditors,
state and federal banking regulators, the Securities and Exchange Commission (the “SEC”) 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 Prudential
or any governmental authority.


 




    	 	5	 



    	 	 	 



    

 


(b)          Except
as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding),
Mr. Balka 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. Balka was
granted access at any time prior to the Effective Date or during the Service Period and/or Consulting 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. Notwithstanding anything
to the contrary herein, Mr. Balka understands that nothing contained in this Agreement limits his ability to report information
to or file a charge or complaint with the Equal Employment Opportunity Commission, the SEC, the Federal Deposit Insurance Corporation,
the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission (“Government
Agencies”). Mr. Balka further understands that this Agreement does not limit his ability to communicate with any Government
Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including
providing documents or other information, without notice to the Company and/or the Bank. This Agreement does not limit Mr. Balka’s
right to receive an award for information provided to any Government Agencies.


 


(c)          Mr.
Balka agrees that damages at law will be an insufficient remedy to Prudential in the event that Mr. Balka violates any of the provisions
of subsections (a) or (b) of this Section 8, and that Prudential 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 8. Mr. Balka hereby consents to the right of Prudential
to seek (i) any injunction (temporary or otherwise) and (ii) any other court order which may be issued against Mr. Balka from violating,
or directing Mr. Balka to comply with, any of the covenants in subsections (a) or (b) of this Section 8. Mr. Balka also agrees
that such remedies that may be obtained shall be in addition to any and all remedies, including damages, available to Prudential
against Mr. Balka for such breaches or threatened or attempted breaches.


 


(d)          In
addition to the rights of the Company and the Bank set forth in subsection (c) of this Section 8, in the event that Mr. Balka violates
the terms and conditions of subsections (a) or (b) of this Section 8, 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. Balka, other than with respect to payments or benefits to Mr. Balka under plans or arrangements, if any, that are covered
by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).


 




    	 	6	 



    	 	 	 



    

 


(e)          Promptly
upon the expiration of the 90 day period after the date Mr. Balka is no longer considered an affiliate of Prudential for purposes
of the Securities Act of 1933, as amended, Prudential will use its commercially reasonable efforts to assist Mr. Balka in a request
to the Company’s transfer agent and registrar to remove any restrictive legends deemed to no longer be applicable to Mr.
Balka. Any expenses incurred by Prudential specifically
in connection with Mr. Balka’s request will be reimbursed by Mr. Balka within five days of invoicing thereby by Prudential.


 


9.            Designation
of Beneficiary. Mr. Balka 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 Committees of the Boards of Directors
of the Company and the Bank. If Mr. Balka fails to designate a beneficiary or if a beneficiary dies before the date of Mr. Balka’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.
Balka, if any, and if none to the estate of such beneficiary.


 


10.          Resolution
of Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be filed and maintained in
the Philadelphia Court of Common Pleas or, if there is a basis for federal jurisdiction, in the United States District Court for
the Eastern District of Pennsylvania. Each party hereto waives to the fullest extent permitted by applicable law and regulation
any right it may have to a trial by jury with respect to any action or proceeding directly or indirectly arising out of, under
or in connection with this Agreement or the transactions contemplated by this Agreement.


 


11.          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 or the Company in connection with the liabilities assumed by the Bank or the Company pursuant to this
Agreement shall not be deemed to be held under any trust for the benefit of Mr. Balka 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. Balka or any other person acquires a right to receive payments from the Bank or the Company hereunder, such right
shall be no greater than the right of any unsecured general creditor of the Bank or the Company, as applicable.


 




    	 	7	 



    	 	 	 



    

 


12.          Release
of the Company and Related Parties.


 


(a)          In
consideration of the payments and the benefits to be provided to Mr. Balka pursuant to this Agreement, the sufficiency of which
is hereby acknowledged, Mr. Balka, 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. Balka, 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. Balka’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), and (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, excepting only:


 


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


 


(B)         rights
to indemnification Mr. Balka 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. Balka 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;


 


(C)         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


 




    	 	8	 



    	 	 	 



    

 


(D)         the
rights of Mr. Balka under this Agreement.


 


(b)          Mr.
Balka acknowledges and agrees that the release of claims set forth in this Section 12 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 12 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.
Balka specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 12 is, among
other things, a specific waiver of his rights, claims and causes of action under Title VII, the ADEA, the ADA and any state or
local law or regulation in respect of discrimination of any kind.


 


(e)          Mr.
Balka 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. Balka’s service to the Company and/or the Bank, the termination of that service, 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. Balka’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. Balka from (x) filing, cooperating with, or participating in any proceeding before the Equal Employment
Opportunity Commission or a state fair employment practices agency, or (y) initiating an action to enforce the terms of this Agreement
or pursue claims pursuant to subsections (A) thorough (D) of Section 12(a).


 


(f)           Mr.
Balka shall have a period of 21 days to consider whether to execute this Agreement. To the extent Mr. Balka has executed this Agreement
within less than 21 days after its delivery to him, Mr. Balka hereby acknowledges that his decision to execute this Agreement prior
to the expiration of such 21-day period was entirely voluntary. If Mr. Balka 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 Mr. Balka determines to revoke this Agreement prior to the expiration of the Revocation Period, he shall
provide a written notice to the Bank and the Company in accordance with Section 16 prior to such expiration. If no such revocation
occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against Mr. Balka, 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.


 




    	 	9	 



    	 	 	 



    

 


(g)          Mr.
Balka 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.
Balka 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. Balka acknowledges and agrees
that neither the Company nor the Bank nor their agents or representatives has made any promises, statements or representations,
either oral or written, to Mr. Balka 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. Balka, the release of claims set forth in Section 12 becomes null and void or is otherwise determined not to be enforceable,
then the obligation of the Bank and/or the Company 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. Balka shall promptly return to the Bank and/or the
Company any payments or benefits the provision of which by the Bank and/or the Company was conditioned on the enforceability of
this Agreement.         


 


13.          Full
Settlement. The obligations of the Company and/or the Bank to perform their 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. Balka or others. In no event shall Mr. Balka 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.


 


14.          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.


 


15.          Successors
and Assigns. This Agreement will inure to the benefit of and be binding upon Mr. Balka and his assigns and upon the Company
and the Bank and any successor to the Company or the Bank 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.


 




    	 	10	 



    	 	 	 



    

 


16.         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. Balka:


 


Jerome R. Balka, Esq.


At the address last appearing
on the


personnel records of the
Bank


 


If to the Company and the
Bank:


 


Prudential Bancorp, Inc.


Prudential Bank


Administrative Offices


3993 Huntingdon Pike


Suite 300


Huntingdon, Pennsylvania
19006


Attention: Corporate Secretary


 


17.          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.


 


18.          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. Balka with respect to
the subject matter hereof 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.


 




    	 	11	 



    	 	 	 



    

 


(c)          All covenants and agreements
in this Agreement shall expire on and be terminated and extinguished at the Date of Termination, except for those covenants and
agreements contained herein which by their terms apply in whole or in part after the Date of Termination, including but not limited
to the obligations set forth in Section 8 hereof.


 


19.          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.


 


20.         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.


 


21.         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.


 


22.         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.


 


23.         Regulatory
Provisions. Notwithstanding anything to the contrary contained in this Agreement, any payments to Mr. Balka 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.]


 




    	 	12	 



    	 	 	 



    

 


THIS AGREEMENT PROVIDES FOR A WAIVER OF
JURY TRIAL PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.


 


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


 


	 	 	/s/ Jerome R. Balka
	 	 	Name: Jerome R. Balka


 


	ATTEST:	 	PRUDENTIAL BANCORP, INC.
	 	 	 
	By:	/s/Sharon Slater	 	By:	/s/Bruce E. Miller
	Name:	Sharon Slater	 	Name:	Bruce E. Miller
	Title:	Corporate Secretary	 	Title:	Chairman of the Board


 


	ATTEST:	 	PRUDENTIAL BANK
	 	 	 
	By:	/s/Sharon Slater	 	By:	/s/Bruce E. Miller
	Name:	Sharon Slater	 	Name:	Bruce E. Miller
	Title:	Corporate Secretary	 	Title:	Chairman of the Board


 




    	 	13