EXHIBIT 10.5


 


STANDARD
BANK, PaSB


PHANTOM
STOCK APPRECIATION RIGHTS AGREEMENT


 


THIS AGREEMENT is made
this ______ day of ______________, ____, by and between STANDARD BANK, PaSB
located in Murrysville, Pennsylvania (the “Company”), and ________ (the “Officer”).


 


INTRODUCTION


 


To encourage the Officer
to remain employed with the Company and to provide the Officer with an incentive benefit, the Company is willing to provide an
opportunity to the Officer to share in the appreciation of Phantom Stock of the Company. According to the terms of this Agreement,
the Company will provide a one-time Phantom Stock Allocation to a Phantom Stock Appreciation Rights (“Phantom SAR’s”)
Account on January 1, 2002, and determine the appreciation on the Phantom Stock Allocation on an annual basis for 10 years. Upon
the occurrence of various triggering events, the Company will pay the value of the Phantom SAR’s Account in cash from its
general assets.


 


AGREEMENT


 


The Officer and the
Company agree as follows:


 


Article 1


Definitions


 


Whenever used in this
Agreement, the following words and phrases shall have the meanings specified:


 


1.1     “Account
Balance” means the undistributed value of the Officer’s Phantom SAR’s Account at any given point in time.


 


1.2     “Capital
Account” means the net value of: (a) Standard Mutual Holding Company’s retained earnings determined from the consolidated
financial statements according to Generally Accepted Accounting Principles (“GAAP”), plus (b) the general loan loss
reserve, and excluding (c) any market value adjustments determined under Statement of Financial Accounting Standards Number 115.


 




    	 	 	 



     


    

 


1.3     “Change
in Control” means any of the following:


 


(A)     any
person (as such term is used in Sections 13d and 14d-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), other than the Company, a subsidiary of the Company, an employee benefit plan (or related trust) of the Company or
a direct or indirect subsidiary of the Company, or affiliates of the Company (as defined in Rule 12b-2 under the Exchange Act),
becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other
than a person owning 10% or more of the voting power of stock on the date hereof); or


 


(B)     the
liquidation or dissolution of the Company or the occurrence of, or execution of an agreement providing for a sale of all or substantially
all of the assets of the Company to an entity which is not a direct or indirect subsidiary of the Company; or


 


(C)     the
occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or other similar transaction
or connected series of transactions of the Company as a result of which either (a) the Company does not survive or (b) pursuant
to which shares of the Company common stock (“Common Stock”) would be converted into cash, securities or other property,
unless, in case of either (a) or (b), the holders of the Company Common Stock immediately prior to such transaction will, following
the consummation of the transaction, beneficially own, directly or indirectly, more than 50% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors of the company surviving, continuing
or resulting from such transaction; or


 


(D)     the
occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or similar transaction of the
Company, or before any connected series of such transactions, if upon consummation of such transaction or transactions, the persons
who are members of the Board of Directors of the Company immediately before such transaction or transactions cease or, in the case
of the execution of an agreement for such transaction or transactions, it is contemplated in such agreement that upon consummation
such persons would cease to constitute a majority of the Board of Directors of the Company or, in the case where the Company does
not survive in such transaction, of the company surviving, continuing or resulting from such transaction or transactions; or


 


(E)     any
other event which is at any time designated as a “Change in Control” for purposes of this Agreement by a resolution
adopted by the Board of Directors of the Company with the affirmative vote of a majority of the non-employee directors in office
at the time the resolution is adopted; in the event any such resolution is adopted, the Change in Control event specified thereby
shall be deemed incorporated herein by reference and thereafter may not be amended, modified or revoked without the written agreement
of the Officer.


 


(F)     during
any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of


 




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each director
who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds
of the directors then in office who were directors at the beginning of the period, provided however this provision shall not apply
in the event two-thirds of the Board of Directors at the beginning of a period no longer are directors due to death, normal retirement,
or other circumstances not related to a Change in Control.


 


     Notwithstanding
anything else to the contrary set forth in this Agreement, if (i) an agreement is executed by the Company providing for any of
the transactions or events constituting a Change in Control as defined herein, and the agreement subsequently expires or is terminated
without the transaction or event being consummated, and (ii) Officer’s employment did not terminate during the period after
the agreement and prior to such expiration or termination, for purposes of this Agreement it shall be as though such agreement
was never executed and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.


 


1.4     “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.5     “Disability”
means the Officer’s suffering a sickness, accident or injury which has been determined by the carrier of any individual or
group disability insurance policy covering the Officer, or by the Social Security Administration, to be a disability rendering
the Officer totally and permanently disabled. The Officer must submit proof to the Company of the carrier’s or Social Security
Administration’s determination upon the request of the Company.


 


1.6     “Early
Termination” means that the Officer, prior to Plan Year 10 (the “Normal Benefit Date”), has terminated employment
with the Company for reasons other than Termination for Cause (see Section 7.2), Disability, death or following a Change in Control.


 


1.7     “Effective
Date” means the effective date of this Agreement, January 1, 2002.


 


1.8     “Normal
Benefit Date” means the end of Plan Year 10.


 


1.9     “Phantom
Stock” means the hypothetical number of shares of the Company’s common stock that would be issued at an initial
price of $10.00 per share. The Phantom Stock is used solely as a measurement tool; no Company stock will be purchased, sold, registered,
or issued in connection with this Agreement. The Officer will only be entitled to cash, and not stock in lieu of cash. The Officer
will not receive any stock or stock rights by virtue of this Agreement.


 


1.10   “Plan
Year” means each 12-month period from the Effective Date.


 


1.11   “Termination
of Employment” means the Officer ceases to be employed by the Company or any of its subsidiaries for any reason, other
than an approved leave of absence.


 


Article 2


Phantom SAR’s Allocation


 


     The
Officer’s Phantom Stock Appreciation Rights Account (“Phantom SAR’s Account”) shall


 




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be established with a one-time allocation
of               shares of Phantom Stock as of the Effective
Date of this Agreement (the “Phantom Stock Allocation”).


 


Article 3


Phantom SAR’s Account


 


3.1     Establishing
and Crediting. The Company shall establish a Phantom SAR’s Account on its books for the Officer. The value of the Phantom
SAR’s Account is determined as follows:


 


3.1.1       Valuation
for Plan Years 1 Through 10. On the last day of each Plan Year 1 through 10, the value of the Phantom SAR’s Account is
determined by multiplying the Phantom SAR’s Allocation by the difference between the Initial Price Per Share and the Current
Price Per Share, as defined below.


 


(a)  “Initial
Price Per Share” is the beginning per share value of the Phantom Stock, which is $10.00.


 


(b)  “Current
Price Per Share” is determined by dividing the Capital Account by the 3,178,958 total outstanding Phantom Stock shares.
If there are Extraordinary Items as defined in Section 3.1.3, the total outstanding Phantom SAR shares may be adjusted.


 


An example of the calculation
of a Phantom SAR’s Account Balance is as follows:


 


	 	 	Assumptions	 	Results	 
	(A)	 	Phantom SAR’s Allocation	 	 	1,000	 
	(B)	 	Initial Price Per Share	 	$	10.00	 
	(C)	 	Capital Account at the Measurement Date	 	$	34,968,538	 
	(D)	 	Total Outstanding Phantom Shares	 	 	3,178,958	 
	(E)	 	Current Price Per Share	 	$	11.00	 
	(F)	 	Phantom Price Appreciation = (E) minus (B)	 	$	1.00	 
	(G)	 	Phantom SAR’s Account Value = (A) times (F)	 	$	1,000	 



 


3.1.2      Interest
on Phantom SAR’s Account Balance. Unless otherwise specified in this Agreement, no interest shall be credited to the
Phantom SAR’s Account during Plan Years 1 through 10.


 


3.1.3      Extraordinary
Items. In the event of the Company’s merger with a mutual institution, conversion to a stock company or other material
change in the Company’s total capitalization that occurs after the establishment by the Company of the Officer’s Phantom
SAR’s Account, the number of outstanding Phantom SAR shares subject to this Agreement shall be adjusted accordingly.


 


3.2     Statement
of Accounts. The Company shall provide to the Officer, within 90 days following the end of each Plan Year this Agreement is
in effect, a statement setting forth the


 




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Phantom SAR’s Account Balance, stating
the number of Phantom Stock shares and detailing the calculation of the value of the Officer’s Phantom SAR Account.


 


3.3       Accounting
Device Only. The Phantom SAR’s Account is solely a device for measuring amounts to be paid under this Agreement. The
Phantom SAR’s Account is not a trust fund of any kind. The Officer is a general unsecured creditor of the Company for the
payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Officer's rights are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Officer's
creditors.


 


Article 4


Benefit Payments


 


4.1       Benefit at Normal
Benefit Date. If the Officer reaches the Normal Benefit Date while in continuous employment with the Company, the Company
shall pay to the Officer the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement. However,
if there has been a Change in Control prior to the Normal Benefit Date, the Officer’s benefits shall be determined pursuant
to Section 4.3.


 


4.1.1     Amount
of Benefit. The benefit under this Section 4.1 is the value of the Phantom SAR’s Account at the end of Plan Year 10.


 


4.1.2     Payment
of Benefit. The benefit will be in the form elected by the Officer in Exhibit 1.


 


4.2     Early
Termination Benefit. Upon Early Termination, the Company shall pay to the Officer the benefit described in this Section 4.2
in lieu of any other benefit under this Agreement.


 


4.2.1     Amount
of Benefit. The benefit amount under this Section 4.2 is the value of the Phantom SAR’s Account for the Plan Year ended
immediately prior to the Officer’s Termination of Employment, multiplied by the Vesting Percentage pursuant to the following
vesting schedule:


 


	Plan
    Year’s Completed	 	Vesting
    Percentage
	Less than 1	 	0%
	1	 	20%
	2	 	40%
	3	 	60%
	4	 	80%
	5 or more	 	100%


 


4.2.2     Payment
of Benefit. The Company shall pay the benefit to the Officer in a lump sum within 90 days after the end of Plan Year 10. No
additional earnings shall be credited to the Account after Termination of Employment.


 




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4.3      Change
in Control Benefit. If the Officer is employed by the Company at the date a Change in Control occurs, the Company shall pay
to the Officer one of the benefits described in this Section 4.3 in lieu of any other benefit under this Agreement.


 


4.3.1     Amount
of Benefit. The benefit amount under this Section 4.3.1 is the greater of: (a) the value of the Officer’s Phantom SAR’s
Account determined in accordance with Section 3.1; or (b) the Officer’s Phantom SAR’s Allocation multiplied by the
actual price per share after the Change in Control occurs. The Officer shall be considered to be 100 percent vested even if the
Officer has not completed 5 Plan Years.


 


4.3.2     Payment
of Benefit. The Company shall pay the benefit as described in Exhibit 1, commencing within 90 days of the earlier of: (a) the
Officer’s Termination of Employment or (b) the Officer’s Normal Benefit Date. The benefit shall be paid in the form
elected in Exhibit 1.


 


4.4      Disability
Benefit. Upon Termination of Employment due to Disability prior to the Normal Benefit Date, the Company shall pay to the Officer
the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.


 


4.4.1     Amount
of Benefit. The benefit amount under this Section 4.4 is the value of the Phantom SAR’s Account for the Plan Year ended
immediately prior to termination. The Officer shall be considered to be 100 percent vested even if the Officer has not completed
5 Plan Years at the date of termination due to Disability.


 


4.4.2     Payment of Benefit. The Company shall pay the benefit to the Officer as specified in Exhibit 1, commencing within 90 days
of the date of termination due to Disability.


 


Article 5


Death Benefits


 


5.1     Death
During Active Service. If the Officer dies while in the active service of the Company, the Company shall pay to the Officer’s
beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Agreement.


 


5.1.1     Amount
of Benefit. The benefit in this Section 5.1 is the greater of: (a) the value of the Phantom SAR’s Account for the Plan
Year ended immediately prior to the Officer’s death; or (b) $300,000.


 


5.1.2     Payment
of Benefit. The Company shall pay the benefit to the Officer’s designated beneficiary as elected in Exhibit 1, commencing
within 90 days of the Officer’s death.


 


5.2     Death
During Benefit Period. If the Officer dies after benefit payments have commenced under this Agreement but before receiving
all such payments, the Company shall pay


 




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the remaining benefits to the Officer's
beneficiary at the same time and in the same amounts they would have been paid to the Officer had the Officer survived.


 


5.3      Death
After Termination of Employment But Before Payment of Benefit Commences. If the Officer is entitled to a benefit under this
Agreement, but dies prior to the payment of said benefit, the Company shall pay the same benefit payment to the Officer’s
beneficiary that the Officer was entitled to prior to death except that the benefit payment shall be paid in a lump sum within
90 days of the Officer’s death.


 


Article 6


Beneficiaries


 


6.1      Beneficiary
Designations. The Officer shall designate a beneficiary by filing a written designation with the Company. The Officer may revoke
or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the
Officer and accepted by the Company during the Officer's lifetime. The Officer's beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Officer, or if the Officer names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Officer dies without a valid beneficiary designation, all payments shall be made to the Officer’s estate.


 


6.2      Facility
of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority
or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.


 


Article 7


General Limitations


 


7.1       Excess
Parachute or Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not
pay any benefit under this Agreement to the extent the benefit would be an excess parachute payment under Section 280G of the Code
or would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate federal banking
agency has not given written consent to pay pursuant to 12 C.F.R. §359.4.


 


7.2       Termination
for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Officer's employment for:


 


(a)     Gross
negligence or gross neglect of duties;


 


(b)     Commission
of a felony or of a gross misdemeanor involving moral turpitude; or


 




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(c)     Fraud,
disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Officer's
employment and resulting in an adverse effect on the Company.


 


7.3     Removal.
Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if
the Officer is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section
8(e) of the Federal Deposit Insurance Act.


 


7.4     Suicide
or Misstatement. The Company shall not pay any benefit under this Agreement if the Officer commits suicide within two years
after the date of this Agreement, or if the Officer has made any material misstatement of fact on any application for life insurance
purchased by the Company, or any other reason, provided however that the Company shall evaluate the reason for the denial, and
upon advice of Counsel and in its sole discretion, consider judicially challenging any denial.


 


Article 8


Claims and Review Procedures


 


8.1    Claims
Procedure. An Officer or beneficiary (“claimant”) who has not received benefits under the Agreement that he or
she believes should be paid shall make a claim for such benefits as follows:


 


8.1.1      Initiation
– Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.


 


8.1.2     Timing
of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines
that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional
90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.


 


8.1.3     Notice
of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:


 


8.1.3.1     The
specific reasons for the denial,


 


8.1.3.2     A
reference to the specific provisions of the Agreement on which the denial is based,


 




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8.1.3.3     A
description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why
it is needed,


 


8.1.3.4     An
explanation of the Agreement’s review procedures and the time limits applicable to such procedures, and


 


8.1.3.5     A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination
on review.


 


Article 9


Amendments and Termination


 


This Agreement may be
amended or terminated only by a written agreement signed by the Company and the Officer.


 


Article 10


Miscellaneous


 


10.1    Binding
Effect. This Agreement shall bind the Officer and the Company, and their beneficiaries, survivors, executors, successors, administrators
and transferees.


 


10.2    No
Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Officer the right to
remain an employee of the Company, nor does it interfere with the Company's right to discharge the Officer. It also does not require
the Officer to remain an employee nor interfere with the Officer's right to terminate employment at any time.


 


10.3    Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


10.4    Reorganization.
The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets
to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge
the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used
in this Agreement shall be deemed to refer to the successor or survivor company.


 


10.5    Tax
Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.


 


10.6    Applicable
Law. The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by the laws of the United States of America.


 


10.7    Unfunded
Arrangement. The Officer and beneficiary are general unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject
in any manner


 




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to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Officer’s life is a general
asset of the Company to which the Officer and beneficiary have no preferred or secured claim.


 


10.8      Entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Officer as to the subject matter hereof.
No rights are granted to the Officer by virtue of this Agreement other than those specifically set forth herein.


 


10.9      Administration.
The Company shall have powers which are necessary to administer this Agreement, including but not limited to:


 


(a)     Interpreting
the provisions of the Agreement;


 


(b)     Establishing
and revising the method of accounting for the Agreement;


 


(c)     Maintaining
a record of benefit payments; and


 


(d)     Establishing
rules and prescribing any forms necessary or desirable to administer the Agreement.


 


10.10     Named
Fiduciary. The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others
certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial
duties to qualified individuals.


 


10.11     Recovery
of Estate Taxes.     If the Officer’s gross estate for federal estate tax purposes includes
any amount determined by reference to and on account of this Agreement, and if the beneficiary is other than the Officer’s
estate, then the Officer’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms
of the Agreement, an amount by which the total estate tax due by the Officer’s estate, exceeds the total estate tax which
would have been payable if the value of such benefit had not been included in the Officer’s gross estate. If there is more
than one person receiving such benefit, the right of recovery shall be against each such person. In the event the beneficiary has
a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an amount not to exceed the beneficiary’s
liability hereunder.


 




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IN WITNESS WHEREOF,
the Officer and the Company have signed this Agreement.


 


	OFFICER	 	Standard BANK, PaSB
	 	 	 	 	 
	 	 	 	By 	 
	 	 	 	 	 
	 	 	 	Title 	 
	 	 	 	 	 
	Date:	 	 	Date:	 


 




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EXHIBIT
1


 


FORM
OF BENEFIT ELECTION


 


STANDARD
BANK, PaSB


PHANTOM
STOCK APPRECIATION RIGHTS AGREEMENT


 


I
elect to receive benefits under the Agreement in the following form (initial appropriate box):


 


		4.1.2	Normal Benefit Date



 


		 ̈



	The Company shall pay the benefit to the Officer in a lump
sum within 90 days of the Officer’s Normal Benefit Date.



 


		 ̈



	The Company shall pay the benefit to the Officer in 24
equal monthly installments commencing within 90 days following the Officer’s Normal Benefit Date. The Company shall
credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be
determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments. The
10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer in 60
equal monthly installments commencing within 90 days following the Officer’s Normal Benefit Date. The Company shall
credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be
determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments. The
10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer in 120
equal monthly installments commencing within 90 days following the Officer’s Normal Benefit Date. The Company shall
credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be
determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments. The
10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		4.3.2	Change in Control Benefit



 


		 ̈



	The Company shall pay the benefit to the Officer in a lump
sum within 90 days of the earlier of: (a) the Officer’s Termination of Employment or (b) the Officer’s Normal
Benefit Date.



 


		 ̈



	The Company shall pay the benefit to the Officer in 24
equal monthly installments commencing within 90 of the earlier of: (a) the Officer’s Termination of Employment or (b)
the Officer’s Normal Benefit Date. The Company shall credit interest at an annual rate equal to two percent (2%) above the
10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December
immediately prior to commencement of benefit payments. The 10 Year Treasury Rate used for this purpose shall not be less than
4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer in 60
equal monthly installments commencing within 90 days of the earlier of: (a) the Officer’s Termination of Employment
or (b) the Officer’s Normal Benefit Date. The Company shall credit interest at an annual rate equal to two percent (2%)
above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined using the average rate in effect for the month
of December immediately prior to commencement of benefit payments. The 10 Year Treasury Rate used for this purpose shall



 




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not
be less than 4.00%.


 


		 ̈



	The Company shall pay the benefit to the Officer in 120
equal monthly installments commencing within 90 days of the earlier of: (a) the Officer’s Termination of Employment
or (b) the Officer’s Normal Benefit Date. The Company shall credit interest at an annual rate equal to two percent (2%)
above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined using the average rate in effect for the month
of December immediately prior to commencement of benefit payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.



 


		4.4.2	Disability Benefit



 


		 ̈



	The Company shall pay the benefit to the Officer in a lump
sum within 90 days of the date of the Officer’s termination due to Disability.



 


		 ̈



	The Company shall pay the benefit to the Officer in 24
equal monthly installments commencing within 90 of the date of the Officer’s termination due to Disability. The Company
shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall
be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.
The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer in 60
equal monthly installments commencing within 90 days of the date of the Officer’s termination due to Disability. The
Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury
Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer in 120
equal monthly installments commencing within 90 days of the date of the Officer’s termination due to Disability. The
Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury
Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		5.1.2	Death During Active Service



 


		 ̈



	The Company shall pay the benefit to the Officer’s
designated beneficiary in a lump sum commencing within 90 days of the date of the Officer’s death.



 


		 ̈



	The Company shall pay the benefit to the Officer’s
designated beneficiary in 24 equal monthly installments commencing within 90 of the date of the Officer’s death.
The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury
Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer’s
designated beneficiary in 60 equal monthly installments commencing within 90 days of the date of the Officer’s death.
The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury
Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


		 ̈



	The Company shall pay the benefit to the Officer’s
designated beneficiary in 120 equal monthly installments commencing within 90 days of the date of the Officer’s death.
The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury
Rate shall be determined



 




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using
the average rate in effect for the month of December immediately prior to commencement of benefit payments. The 10 Year Treasury
Rate used for this purpose shall not be less than 4.00%.


 


	Signature 	 	 


 


	Date  	 	 


 


Received by the Company this ________ day
of ___________________, ____.


 


	By  	 	 
	 	 	 
	Title  	 	 


 




    	 	14	 



     


    

 


BENEFICIARY DESIGNATION


 


STANDARD
BANK, PaSB


PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT


 


I designate the following as beneficiary
of any death benefits under this Agreement:


 


	Primary:  	 


 


	 


 


	Contingent: 	 


 


	 


 


		Note:	To name a trust as beneficiary, please provide the name
of the trustee(s) and the exact name and date of the trust agreement.



 


I understand that I may change these beneficiary
designations by filing a new written designation with the Company. I further understand that the designations will be automatically
revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.


 


	Signature	 	 


 


	Date  	 	 


 


Accepted by the Company this ______ day
of _________________, ____.


 


	By  	 	 
	 	 	 
	Title  	 	 


 




    	 	15