OCEAN CITY HOME BANK


THREE-YEAR CHANGE IN CONTROL AGREEMENT


 


This
AGREEMENT (the “Agreement”), by and between
Ocean City Home Bank (the
“Bank”), a federally-chartered savings bank with its principal offices at 1001 Asbury Avenue,
Ocean City, New Jersey 08226-3392 and Janet Bossi (“Executive”) and Ocean Shore Holding Co.
(the “Company”), a New Jersey corporation and the holding company of the Bank, as guarantor is entered into as of December
19, 2012.


 


WHEREAS, the
Bank recognizes the importance of Executive to the Bank’s operations and wishes to protect her position with the Bank in
the event of a change in control of the Bank or the Company for the period provided for in this Agreement; and


 


WHEREAS, Executive
and the Board of Directors of the Bank desire to enter into an agreement setting forth the terms and conditions of payments due
to Executive in the event of a change in control and the related rights and obligations of each of the parties.


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:


 


		1.	Term of Agreement.



 


(a)The term of
this Agreement shall be (i) the initial term, consisting of the period commencing on December 19, 2012 (the “Effective Date”)
and ending on December 19, 2015, plus (ii) any and all extensions of the initial term made pursuant to Section 1(b) of this Agreement.


 


(b)Commencing on
the first anniversary of the Effective Date and continuing each anniversary date thereafter, the Board of Directors of the Bank
(the “Board of Directors”) may extend the term of this Agreement for an additional one (1) year period beyond the then
effective expiration date, provided that Executive shall not have given at least sixty (60) days’ written notice of her desire
that the term not be extended.


 


(c)Notwithstanding
anything in this Section to the contrary, this Agreement shall terminate if Executive or the Bank terminates Executive’s
employment prior to a Change in Control.


 


		2.	Change in Control.



 


(a)Upon the occurrence
of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by the termination of
Executive’s employment in accordance with the terms of this Agreement, other than for Just Cause, as defined in Section 2(c)
of this Agreement, the provisions of Section 3 of this Agreement shall apply. Upon the occurrence of a Change in Control, Executive
shall have the right to elect to voluntarily terminate her employment for “Good Reason.”


 


For purposes of this
Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:


 


		(i)	The assignment to Executive of duties that constitute a material diminution
of Executive’s authority, duties, or responsibilities (including reporting requirements);



 


		(ii)	A material diminution in Executive’s base salary;



 






    	 



    	 



    
 


 


		(iii)	Relocation of Executive to a location outside a radius of thirty-five (35) miles of the Company’s
Ocean City, New Jersey office; or



 


		(iv)	Any other action or inaction by the Bank or the Company that constitutes a material breach of this
Agreement;



 


provided, that within
ninety (90) days after the initial existence of such event, the Bank shall be given notice and an opportunity, not less than thirty
(30) days, to effectuate a cure for such asserted “Good Reason” by Executive. Executive’s resignation hereunder
for Good Reason shall not occur later than one hundred fifty (150) days following the initial date on which the event Executive
claims constitutes Good Reason occurred.


 


(b)For purposes
of this Agreement, a “Change in Control” shall be deemed to occur on the earliest of any of the following events:


 


(i)Merger:
The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result
less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is
held by persons who were stockholders of the Company immediately before the merger or consolidation.


 


(ii)Acquisition
of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule
(other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses
that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s
voting securities, but this clause (b) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity
by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.


 


(iii)Change
in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s Board of Directors
at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of
Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first
nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors
at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or


 


(iv)Sale of Assets:
The Company sells to a third party all or substantially all of its assets.


 


Notwithstanding anything
in this Agreement to the contrary, in no event shall the conversion of OC Financial MHC, the Bank and the Company from mutual holding
company form to stock holding company form (including without limitation, through the formation of a stock holding company) constitute
a “Change in Control” for purposes of this Agreement.


 


(c)Executive shall
not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The term “Just
Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule,
regulation (other than traffic violations or similar offenses), final cease and desist order, or any material breach of any provision
of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Just Cause unless and
until there shall have been delivered to her a copy of a resolution duly adopted by the affirmative vote of a majority of the entire
membership of the Board of Directors at a meeting of the Board of Directors called and held for that purpose (after reasonable
notice to Executive and an opportunity for her, together with counsel, to be heard before the Board of Directors), finding that
in the good faith opinion of the Board of Directors, Executive was guilty of conduct justifying termination for Just Cause and
specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for
any period after termination for Just Cause. During the period beginning on the date of the Notice of Termination for Just Cause
pursuant to Section 4 hereof through the Date of Termination, stock options granted to Executive under any stock option plan shall
not be exercisable nor shall any unvested stock awards granted to Executive under any stock benefit plan of the Bank, the Company
or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and any such unvested stock awards
shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such termination
for Just Cause.


 






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		3.	Termination Benefits.



 


(a)If, within one
(1) year of a Change in Control, Executive voluntarily terminates her employment with the Bank or the Company or if the Bank or
the Company involuntarily terminates her employment, Executive shall receive:


 


		(i)	a lump sum cash payment equal to three (3) times the Executive’s “base amount,”
within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment
shall be made not later than five (5) days following Executive’s termination of employment under this Section 3.



 


		(ii)	Continued benefit coverage under all Bank health and welfare plans which Executive participated
in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six
(36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions
in effect on the date of Executive’s termination of employment. Solely for purposes of benefits continuation under the Employee
Benefit Plans, Executive shall be deemed to be an active employee.



 


(b)Notwithstanding
the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive
under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section
280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an
amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3)
times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction
required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.


 


		4.	Notice of Termination.



 


(a)Any purported
termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated.


 






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(b)“Date
of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a termination for Just
Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given).


 


		5.	Source of Payments.



 


Unless otherwise determined
by the Board of Directors of the Company, all payments and benefits provided in this Agreement shall be paid or provided solely
by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as
to result in the duplication of any payment or benefit. Unless otherwise determined by the Board of Directors of the Company, the
Company’s sole obligation under this Agreement shall be to unconditionally guarantee the payment and provision of all amounts
and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by
the Bank, such amounts and benefits shall be paid or provided by the Company.


 


		6.	Effect on Prior Agreements and Existing Benefit Plans.



 


This Agreement contains
the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that
this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided.
No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available
to her without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the
employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.


 


		7.	No Attachment.



 


(a)Except as required
by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void and of no effect.


 


(b)This Agreement
shall be binding upon, and inure to the benefit of, Executive, the Bank and their respective successors and assigns.


 


		8.	Modification and Waiver.



 


(a)This Agreement
may not be modified or amended except by an instrument in writing signed by the parties hereto.


 


(b)No term or condition
of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall
be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that
specifically waived.


 


 



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		9.	Severability.



 


If, for any reason,
any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.


 


		10.	Headings for Reference Only.



 


The headings of sections
and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement. In addition, references herein to the masculine shall apply to both the masculine and the
feminine.


 


		11.	Governing Law.



 


Except to the extent
preempted by federal law, the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the
laws of the State of New Jersey, without regard to principles of conflicts of law of that State.


 


		12.	Arbitration.



 


Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of the Bank, in accordance with
the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of her right to be
paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.


 


		13.	Payment of Legal Fees.



 


All reasonable legal
fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank, only if Executive is successful pursuant to a legal judgment, arbitration or settlement.


 


		14.	Indemnification.



 


The Company or the
Bank shall provide Executive (including her heirs, executors and administrators) with coverage under a standard directors’
and officers’ liability insurance policy at its expense and shall indemnify Executive (and her heirs, executors and administrators)
to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by her in connection
with or arising out of any action, suit or proceeding in which she may be involved by reason of her having been a director or officer
of the Company or the Bank (whether or not she continues to be a director or officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs, attorneys’ fees and
the cost of reasonable settlements.


 






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		15.	Successors to the Bank and the Company.



 


The Bank and the Company
shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business or assets of the Bank or the Company, expressly and unconditionally to assume and agree to perform
the Bank’s and the Company’s obligations under this Agreement, in the same manner and to the same extent that the Bank
and the Company would be required to perform if no such succession or assignment had taken place.


 


		16.	Required
Provisions.



 


			In the event any of the foregoing provisions of this Section 16 are in conflict with the terms
of this Agreement, this Section 16 shall prevail.



 


		(a)	The Bank’s board of directors may terminate Executive’s employment at any time, but
any termination by the Bank, other than Termination for Cause, shall not prejudice Executive’s right to compensation or other
benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after
Termination for Cause.



 


		(b)	If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall
be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed,
the Bank may in its discretion: (i) pay Executive all or part of the compensation withheld while their contract obligations were
suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.



 


		(c)	If Executive is removed and/or permanently prohibited
from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this contract shall terminate as
of the effective date of the order, but vested rights of the contracting parties shall not be affected.



 


		(d)	If the Bank is in default as defined in Section 3(x)(1)
of the Federal Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this contract shall terminate
as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.



 


		(e)	All obligations under this contract shall be terminated, except to the extent determined that continuation
of the contract is necessary for the continued operation of the Bank: (i) by the Director of the OCC (or his designee), at the
time the FDIC or the Resolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c);
or (ii) by the Director of the OCC (or his designee) at the time the Director (or his designee) approves a supervisory merger to
resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound
condition. Any rights of the parties that have already vested, however, shall not be affected by such action.



 






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		(f)	Any payments made to employees Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation
12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.



 


		17.	Section 409A of the Code.



 


(a)This
Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the “short-term
deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under
Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of
the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions
on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter
when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination
of employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term
under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a
series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and
if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the
calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional
tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of
Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such
amount shall be payable in accordance with subsection (b) below. In no event shall Executive, directly or indirectly, designate
the calendar year of payment.


 


(b)If
when separation from service occurs Executive is a “specified employee” within the meaning of Section 409A of the
Code, and if the cash severance payment under Section 3(a)(i) of this Agreement would be considered deferred compensation under
Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the
Code is not available (i.e., the “short-term deferral exception” under Treasury Regulations Section 1.409A-1(b)(4)
or the “separation pay exception” under Treasury Section 1.409A-1(b)(9)(iii)), the Bank will make the maximum severance
payment possible in order to comply with an exception from the six month requirement and make any remaining severance payment
under Section 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs
after the date that is six (6) months after the date on which Executive separates from service.


 


(c)If
(x) under the terms of the applicable policy or policies for the insurance or other benefits specified in Section 3(a)(ii) of
this Agreement it is not possible to continue coverage for Executive and her dependents, or (y) when a separation from service
occurs Executive is a “specified employee” within the meaning of Section 409A of the Code, and if any of the continued
insurance coverage or other benefits specified in Section 3(a)(ii) of this Agreement would be considered deferred compensation
under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i)
of the Code is not available for that particular insurance or other benefit, the Bank shall pay to Executive in a single lump
sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit
(and associated income tax gross-up benefit, if applicable) had Executive’s employment not terminated, assuming continued
coverage for 36 months. The lump-sum payment shall be made thirty (30) days after employment termination or, if Section 17(b)
of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which
Executive separates from service.


 


(d)References
in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general application issued by the Department
of the Treasury under Internal Revenue Section 409A of the Code.



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SIGNATURES


 


IN WITNESS WHEREOF,
Ocean City Home Bank and Ocean Shore Holding Co. have caused this Agreement to be executed and their seals to be affixed hereunto
by their duly authorized officers, and Executive has signed this Agreement, on December 19, 2012.


 





	ATTEST:	OCEAN CITY HOME BANK	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/Kim M. Davidson              	By:	/s/Steven E. Brady                         	 
	Corporate Secretary	 	For the Entire Board of Directors	 
	 	 	 	 
	 	 	 	 
	ATTEST:	OCEAN SHORE HOLDING CO.	 
	 	   (Guarantor)	 
	 	 	 	 
	 	 	 	 
	/s/Kim M. Davidson              	By:	/s/Steven E. Brady                        	 
	Corporate Secretary	 	For the Entire Board of Directors	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	[SEAL]	 	 
	 	 	 	 
	 	 	 	 
	WITNESS:	EXECUTIVE	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/Jennifer DiTroia               	/s/Janet Bossi                                     	 
	 	Janet Bossi	 







 






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