EXHIBIT 10.4


 


[FORM OF]


 


STANDARD BANK, PASB


CHANGE IN CONTROL AGREEMENT


 


THIS CHANGE IN CONTROL
AGREEMENT (“Agreement”) is entered into as of ___ day of ______, ____, by and between Standard Bank, PaSB, a Pennsylvania
chartered savings bank (the “Bank”), ____________ (“Executive”) and Standard Financial Corp., a Maryland
corporation and the stock holding company of the Bank, as guarantor (the “Company”).


 


WHEREAS, the
Executive is currently an officer of the Bank; and


 


WHEREAS, the
Bank recognizes the importance of Executive to the Bank’s operations and wishes to protect his 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 Boards of Directors of the Bank and the Company 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 deemed to have commenced as of the date written above and shall continue for a period of twenty-four
(24) full calendar months thereafter. Commencing on the date of the execution of this Agreement, the term of this Agreement shall
be extended for one day each day until such time as the board of directors of the Bank (the “Board”) or Executive elects
not to extend the term of the Agreement by giving written notice to the other party, in which case the term of this Agreement shall
be fixed and shall end on the second anniversary of the date of such written notice.


 


(b)          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 within twelve (12) months by the voluntary termination
of Executive’s employment for Good Reason, as defined in Section 2(a) of this Agreement, or if the Bank or Company terminates
the Executive’s employment for a reason other than for Cause, as defined in Section 2(c) of this Agreement, the provisions
of Section 3 of this Agreement shall apply.


 


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) from



 




    	 	 	 



     


    

 


the authority, duties, or responsibilities
(including reporting requirements) the Executive held immediately prior to the Change in Control;


 


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



 


		(iii)	Relocation of Executive to a location outside a radius of twenty-five (25) miles of the Bank’s
Monroeville, Pennsylvania 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 ninety (90) days following the initial date on which the event Executive claims constitutes
Good Reason occurred. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be
deemed to exist with respect to such condition.


 


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


 


		(i)	Merger: The Company or the Bank merges into or consolidates with another corporation, or
merges another corporation into the Company or the Bank, 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 or
the Bank 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 Bank’s or 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 Bank’s or 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 or the Bank sells to a third party all or substantially all
of its assets.



 




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A Change in Control
shall not occur as a result of the conversion of the Bank from mutual to stock form.


 


(c)          Executive
shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Cause. The term “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.
Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause.


 


3.           Termination
Benefits.


 


(a)          If,
within one (1) year of a Change in Control, Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a)
of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive:


 


		(i)	a lump sum cash payment equal to two (2) times the Executive’s (i) Base Salary and (ii) the
highest rate of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes,
payable in a single lump sum payment within ten (10) calendar days following Executive’s termination of employment; and



 


		(ii)	the Bank will continue to provide Executive and the Executive’s dependents with life insurance,
non-taxable medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage
maintained by the Bank for Executive prior to Executive’s termination of employment. Such coverage shall cease upon the expiration
of twenty-four (24) full calendar months after Executive’s termination.



 


		(iii)	If the Executive is a “Specified Employee,” as defined in Treasury Regulation 1.409A-1(i),
then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive’s
date of termination.



 


		(iv)	For purposes of this Agreement, a “termination of employment” shall mean a “Separation
from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and
the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment
would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an
employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.



 


The Bank shall pay
the aggregate sum of these amounts to Executive in a single lump sum payment (without any mitigation) no later than ten (10) days
following Executive’s termination of employment.


 


(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


 




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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.


 


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.


 


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


 


5.           Source
of Payments.


 


All payments provided
in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company, however, unconditionally
guarantees 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 him 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


 




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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.


 


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 Commonwealth of Pennsylvania, without regard to principles of conflicts of law of the Commonwealth of Pennsylvania.


 


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 his 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, and such payment
shall occur no later than sixty (60) days after the end of the year in which the dispute is settled or resolved in Executive’s
favor, and such reimbursement shall occur no later than sixty (60) days after the end of the year in which the dispute is settled
or resolved in Executive’s favor.


 


14.         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.


 




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15.         Miscellaneous.


 


Any payment made pursuant
to this Agreement, or otherwise, is subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC regulation
12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement on the date first written above.


 


	 	STANDARD FINANCIAL CORP.
	 	(Guarantor)
	 	 	 
	 	By:	 
	 	 	For the Entire Board of Directors
	 	 	 
	 	STANDARD BANK, PASB
	 	 	 
	 	By:	 
	 	 	For the Entire Board of Directors
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	By:	 


 








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