Unassociated Document


    Exhibit
      10.3

    


    DELANCO
      BANCORP, INC.

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT
      (the
“Agreement”), made this 30th
      day of
      March, 2007, by and between DELANCO
      BANCORP, INC., a
      federally chartered corporation (the “Company”), and DOUGLAS
      R. ALLEN, JR. (the
      “Executive”).

    


    WHEREAS,
      Executive
      serves in a position of substantial responsibility; and

    


    WHEREAS,
      the
      Company wishes to assure Executive’s services for the term of this Agreement;
      and

    


    WHEREAS,
      Executive
      is willing to serve in the employ of the Company during the term of this
      Agreement.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants contained in this Agreement, and upon
      the
      other terms and conditions provided for in this Agreement, the parties hereby
      agree as follows:

    


    1. Employment.
      The
      Company will employ Executive as Senior Vice President and Treasurer until
      October 1, 2007. After that time, Executive shall remain employed as President
      and Chief Executive Officer. Executive will perform all duties and shall have
      all powers commonly incident to his positions, or which, consistent with those
      positions, the Board of Directors of the Company (the “Board”) delegates to
      Executive. Executive also agrees to serve, if elected, as an officer and/or
      director of any subsidiary or affiliate of the Company and to carry out the
      duties and responsibilities reasonably appropriate to those offices.


    


    2. Location
      and Facilities.
      The
      Company will furnish Executive with the working facilities and staff customary
      for executive officers with the titles and duties set forth in Section 1 and
      as
      are necessary for him to perform his duties. The location of such facilities
      and
      staff shall be at the principal administrative offices of the Company and
      Delanco Federal Savings Bank (the “Bank”), or at such other site or sites
      customary for such offices.

    


    3. Term.

    


    
      	 	
              a.

            	
              The
                term of this Agreement shall include: (i) the initial term, consisting
                of
                the period commencing on the date of this Agreement (the “Effective Date”)
                and ending on the third anniversary of the Effective Date, plus (ii)
                any
                and all extensions of the initial term made pursuant to this Section
                3.
                

            


    

    


    
      	 	
              b.

            	
              Commencing
                on the first anniversary of the Effective Date and continuing on
                each
                anniversary of the Effective Date thereafter, the disinterested members
                of
                the Board may extend the Agreement term for an additional year, so
                that
                the remaining term of the Agreement again becomes thirty-six (36)
                months,
                unless Executive elects not to extend the term of this Agreement
                by giving
                written notice in accordance with Section 18 of this Agreement. The
                Board
                will review the Agreement and Executive’s performance annually for
                purposes of determining whether to extend the Agreement term and
                will
                include the rationale and results of its review in the minutes of
                its
                meeting. The Board will notify Executive as soon as possible after
                its
                annual review whether it has determined to extend the
                Agreement.

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Base
      Compensation.
      

    


    
      	 	
              a.

            	
              For
                his services as Senior Vice President and Treasurer, the Company
                agrees to
                pay Executive an annual base salary at the rate of $88,825
                per year, payable in accordance with customary payroll practices.
                Following October 1, 2007, the Board shall adjust Executive’s annual base
                salary upward to reflect his new duties and
                responsibilities.

            


    

    


    
      	 	
              b.

            	
              During
                the term of this Agreement, the Board will review the level of Executive’s
                base salary at least annually, based upon factors deemed relevant,
                in
                order to determine Executive’s base salary through the remaining term of
                the Agreement.

            


    

    


    5. Bonuses.
      Executive will participate in discretionary bonuses or other incentive
      compensation programs that the Company or the Bank may sponsor for or award
      from
      time to time to senior management employees.

    


    6. Benefit
      Plans.
      Executive will participate in life insurance, medical, dental, pension, profit
      sharing, retirement and stock-based compensation plans and other programs and
      arrangements that the Company or the Bank may sponsor or maintain for the
      benefit of their employees.

    


    7.
       Vacations
      and Leave.

    


    
      	 	
              a.

            	
              Executive
                may take vacations and other leave in accordance with applicable
                policy
                for senior executives, or otherwise as approved by the
                Board.

            


    

    


    
      	 	
              b.

            	
              In
                addition to paid vacations and other leave, the Board may grant Executive
                a leave or leaves of absence, with or without pay, at such time or
                times
                and upon such terms and conditions as the Board, in its discretion,
                may
                determine.

            


    

    


    8. Expense
      Payments and Reimbursements.
      The
      Company will reimburse Executive for all reasonable out-of-pocket business
      expenses incurred in connection with his services under this Agreement upon
      substantiation of such expenses in accordance with applicable policies of the
      Company.

    


    9. Loyalty
      and Confidentiality.

    


    
      	 	
              a.

            	
              During
                the term of this Agreement, Executive will devote all his business
                time,
                attention, skill, and efforts to the faithful performance of his
                duties
                under this Agreement; provided, however, that from time to time,
                Executive
                may serve on the boards of directors of, and hold any other offices
                or
                positions in, companies or organizations that will not present any
                conflict of interest with the Company or any of its subsidiaries
                or
                affiliates, unfavorably affect the performance of Executive’s duties
                pursuant to this Agreement, or violate any applicable statute or
                regulation. Executive will not engage in any business or activity
                contrary
                to the business affairs or interests of the Company or any of its
                subsidiaries or affiliates.

            


    

    


    
      	 	
              b.

            	
              Nothing
                contained in this Agreement will prevent or limit Executive’s right to
                invest in the capital stock or other securities or interests of any
                business dissimilar from that of the Company, or, solely as a passive,
                minority investor, in any business.

            


    

    


    
      	 	
              c.
                

            	
              Executive
                agrees to maintain the confidentiality of any and all information
                concerning the operations or financial status of the Company and
                its
                affiliates; the names or addresses of any borrowers, depositors and
                other
                customers; any information concerning or obtained from such customers;
                and
                any other information concerning the Company or its affiliates to
                which he
                may be exposed during the course of his employment. Executive further
                agrees that, unless required by law or specifically permitted by
                the Board
                in writing, he will not disclose to any person or entity, either
                during or
                subsequent to his employment, any of the above-mentioned information
                which
                is not generally known to the public, nor will he use the information
                in
                any way other than for the benefit of the Company or its
                affiliates.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    10. Termination
      and Termination Pay.
      Subject
      to Section 11 of this Agreement, Executive’s employment under this Agreement may
      be terminated in the following circumstances:

    


    
      	 	
              a.

            	
              Death.
                Executive’s employment under this Agreement will terminate upon his death
                during the term of this Agreement, in which event Executive’s estate will
                receive the compensation due to Executive through the last day of
                the
                calendar month in which his death
                occurred.

            


    

    


    
      	 	
              b.

            	
              Retirement.
                This Agreement will terminate upon Executive’s retirement under the
                retirement benefit plan or plans in which he participates pursuant
                to
                Section 6 of this Agreement or otherwise.

            


      	 	 	 


      	 	c.	Disability.


    

    


    
      	 	
              i.

            	
              The
                Board or Executive may terminate Executive’s employment after having
                determined Executive has a Disability. For purposes of this Agreement,
                “Disability” means a physical or mental infirmity that impairs Executive’s
                ability to substantially perform his duties under this Agreement
                and
                results in Executive becoming eligible for long-term disability benefits
                under any long-term disability plans of the Company or the Bank (or,
                if no
                such plans exist, that impairs Executive’s ability to substantially
                perform his duties under this Agreement for a period of one hundred
                eighty
                (180) consecutive days). The Board will determine whether or not
                Executive
                is and continues to be permanently disabled for purposes of this
                Agreement
                in good faith, based upon competent medical advice and other factors
                that
                the Board reasonably believes to be relevant. As a condition to any
                benefits, the Board may require Executive to submit to physical or
                mental
                evaluations and tests as the Board or its medical experts deem reasonably
                appropriate.

            


    

    


    
      	 	
              ii.

            	
              In
                the event of his Disability, Executive will no longer be obligated
                to
                perform services under this Agreement. The Company will pay Executive,
                as
                Disability pay, an amount equal to one hundred percent (100%) of
                Executive’s rate of base salary in effect as of the date of his
                termination of employment due to Disability. The Company will make
                Disability payments on a monthly basis commencing on the first day
                of the
                month following the effective date of Executive’s termination of
                employment due to Disability and ending on the earlier of: (A) the
                date he
                returns to full-time employment in the same capacity as he was employed
                prior to his termination for Disability; (B) his death; (C) his attainment
                of age 65; or (D) the date this Agreement would have expired had
                Executive’s employment not terminated by reason of Disability. The Company
                will reduce Disability payments by the amount of any short- or long-term
                disability benefits payable to Executive under any other disability
                programs sponsored by the Company. In addition, during any period
                of
                Executive’s Disability, the Company will continue to provide Executive and
                his dependents, to the greatest extent possible, with continued coverage
                under all benefit plans (including, without limitation, retirement
                plans
                and medical, dental and life insurance plans) in which Executive
                and/or
                his dependents participated prior to his Disability on the same terms
                as
                if he remained actively employed by the
                Company.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              Termination
                for Cause.

            



    


    
      	 	
              i.

            	
              The
                Board may, by written notice to Executive in the form and manner
                specified
                in this paragraph, immediately terminate his employment at any time
                for
                “Cause.” Executive shall have no right to receive compensation or other
                benefits for any period after termination for Cause, except for already
                vested benefits. Termination for Cause shall mean termination because
                of,
                in the good faith determination of the Board, Executive’s:
                

            


    

    


    
      	 	
              (1)

            	
              Personal
                dishonesty;

            


    

    


    
      	 	
              (2)

            	
              Incompetence;

            


    

    


    
      	 	
              (3)

            	
              Willful
                misconduct;

            


    

    


    
      	 	
              (4)

            	
              Breach
                of fiduciary duty involving personal
                profit;

            


    

    


    
      	 	
              (5)

            	
              Intentional
                failure to perform stated duties;

            


    

    


    
      	 	
              (6)

            	
              Willful
                violation of any law, rule or regulation (other than traffic violations
                or
                similar offenses) or final cease-and-desist order;
                or

            


    

    


    
      	 	
              (7)

            	
              Material
                breach of any provision of this
                Agreement.

            


    

    


    
      	 	
              ii.

            	
              Notwithstanding
                the foregoing, Executive’s termination for Cause will not become effective
                unless the Company has delivered to Executive a copy of a resolution
                duly
                adopted by the affirmative vote of a majority of the entire membership
                of
                the Board, at a meeting of the Board called and held for the purpose
                of
                finding that, in the good faith opinion of the Board (after reasonable
                notice to Executive and an opportunity for Executive to be heard
                before
                the Board with counsel), Executive was guilty of the conduct described
                above and specifying the particulars of this
                conduct.

            


    

    


    
      	 	
              e.

            	
              Voluntary
                Termination by Executive.
                In addition to his other rights to terminate under this Agreement,
                Executive may voluntarily terminate employment during the term of
                this
                Agreement upon at least sixty (60) days prior written notice to the
                Board.
                Upon Executive’s voluntary termination, he will receive only his
                compensation and vested rights and benefits through the date of his
                termination. Following his voluntary termination of employment under
                this
                Section 10(e), Executive will be subject to the restrictions set
                forth in
                Section 10(g) of this Agreement for a period of one (1) year from
                his
                termination date. 

            


    

    


    
      	 	
              f.

            	
              Without
                Cause or With Good Reason.

            


    

    


    
      	 	
              i.

            	
              In
                addition to termination pursuant to Sections 10(a) through 10(e),
                the
                Board may, by written notice to Executive, immediately terminate
                his
                employment at any time for a reason other than Cause (a termination
                “Without Cause”) and Executive may, by written notice to the Board,
                immediately terminate this Agreement at any time within ninety (90)
                days
                following an event constituting “Good Reason,” as defined below (a
                termination “With Good Reason”).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ii.

            	
              Subject
                to Section 11 of this Agreement, in the event of termination under
                this
                Section 10(f), Executive will receive his base salary as of his
                termination date for the remaining term of the Agreement, with such
                amount
                paid in one lump sum within ten (10) calendar days of his termination.
                Executive will also continue to participate in any benefit plans
                of the
                Company or the Bank that provide medical, dental and life insurance
                coverage for the remaining term of the Agreement, under terms and
                conditions no less favorable than the most favorable terms and conditions
                provided to senior executives during the same period. If the Company
                or
                the Bank cannot provide such coverage because Executive is no longer
                an
                employee, the Company or the Bank will provide Executive with comparable
                coverage on an individual policy basis or the cash
                equivalent.

            


    

    


    
      	 	
              iii.

            	
              “Good
                Reason” exists if, without Executive’s express written consent, the
                Company materially breaches any of its obligations under this Agreement.
                Without limitation, such a material breach will occur upon any of
                the
                following:

            


    

    


    
      	 	
              (1)

            	
              A
                material reduction in Executive’s responsibilities or authority in
                connection with his employment with the Company (other than a reduction
                resulting from the change in Executive’s position described in Section 1
                of this Agreement);

            


    

    


    
      	 	
              (2)

            	
              Assignment
                to Executive of duties of a non-executive nature or duties for which
                he is
                not reasonably equipped by his skills and experience (excluding any
                change
                in duties resulting from the change in Executive’s position described in
                Section 1 of this Agreement);

            


    

    


    
      	 	
              (3)

            	
              Failure
                of Executive to be nominated or renominated to the Board to the extent
                Executive is a Board member prior to the Effective Date;
                

            


    

    


    
      	 	
              (4)

            	
              A
                reduction in salary or benefits contrary to the terms of this Agreement
                (other than a reduction resulting from the change in Executive’s position
                described in Sections 1 and 4 of this Agreement), or, following a
                Change
                in Control as defined in Section 11 of this Agreement, any reduction
                in
                salary or material reduction in benefits below the amounts Executive
                was
                entitled to receive prior to the Change in
                Control;

            


    

    


    
      	 	
              (5)

            	
              Termination
                of incentive and benefit plans, programs or arrangements, or reduction
                of
                Executive’s participation, that is not applicable to other similarly
                situated participants and to such an extent as to materially reduce
                their
                aggregate value below their aggregate value as of the Effective Date;
                

            


    

    


    
      	 	
              (6)

            	
              A
                requirement that Executive relocate his principal business office
                or his
                principal place of residence outside of the area consisting of a
                thirty-five (35) mile radius from the current main office and any
                branch
                of the Company or the Bank, or the assignment to Executive of duties
                that
                would reasonably require such a relocation;
                or

            


      	 	 	 


      	 	(7)	Liquidation or dissolution of the
              Company.


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	 	
              iv.

            	
              Notwithstanding
                the foregoing, a reduction or elimination of Executive’s benefits under
                one or more benefit plans, programs or arrangements maintained as
                part of
                a good faith, overall reduction or elimination of such plans or benefits,
                applicable to all participants in a manner that does not discriminate
                against Executive (except as such discrimination may be necessary
                to
                comply with law), will not constitute an event of Good Reason or
                a
                material breach of this Agreement, provided that benefits of the
                same type
                or to the same general extent as those offered under such plans prior
                to
                the reduction or elimination are not available to other officers
                of the
                Company or any affiliate under a plan or plans in or under which
                Executive
                is not entitled to participate.

            


    

    


    
      	 	
              g.

            	
              Continuing
                Covenant Not to Compete or Interfere with Relationships.
                Regardless of anything herein to the contrary, following a termination
                by
                the Company or Executive pursuant to Section 10(e) or
                10(f):

            


    

    


    
      	 	
              i.

            	
              Executive’s
                obligations under Section 9(c) of this Agreement will continue in
                effect;
                and

            


    

    


    
      	 	
              ii.

            	
              During
                the period ending on the first anniversary of such termination, Executive
                will not serve as an officer, director or employee of any bank holding
                company, bank, savings association, savings and loan holding company,
                mortgage company or other financial institution that offers products
                or
                services competing with those offered by the Company, the Bank or
                their
                affiliates from any office within thirty-five (35) miles from the
                main
                office or any branch of the Company, the Bank or their affiliates
                and,
                further, Executive will not interfere with the relationship of the
                Company, the Bank or their affiliates and any of their employees,
                agents,
                or representatives. 

            


    

    


    
      	 	
              h.

            	
              To
                the extent Executive is a member of the Board on the date of termination
                of employment, Executive will resign from the Board immediately following
                such termination of employment. Executive will be obligated to tender
                this
                resignation regardless of the method or manner of termination, and
                such
                resignation will not be conditioned upon any event or
                payment.

            


    

    


    11. Termination
      in Connection with a Change in Control.

    


    
      	 	
              a.

            	
              For
                purposes of this Agreement, a “Change in Control” means any of the
                following events:

            


    

    


    
      	 	
              i.

            	
              Merger:
                The Company merges into or consolidates with another entity, 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:
                There is filed, or is required to be filed, 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, as amended,
                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 (ii) 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;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              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 members) 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 the Bank’s mutual holding company parent, Delanco MHC, from
                mutual to stock form, i.e., a “second step conversion,” constitute a
                “Change in Control” for purposes of this
                Agreement.

            


    

    


    
      	 	
              b.

            	
              Termination.
                If within the period ending one year after a Change in Control, (i)
                the
                Company terminates Executive’s employment without Cause, or (ii) Executive
                voluntarily terminates his employment With Good Reason, the Company
                will,
                within ten calendar days of the termination of Executive’s employment,
                make a lump-sum cash payment to him equal to three times Executive’s
                average taxable compensation (as reported on Form W-2) over the five
                (5)
                most recently completed calendar years (or years of employment, annualized
                for partial years of employment, if less than five), ending with
                the year
                immediately preceding the effective date of the Change in Control.
                The
                cash payment made under this Section 11(b) shall be made in lieu
                of any
                payment also required under Section 10(f) of this Agreement because
                of
                Executive’s termination of employment; however, Executive’s rights under
                Section 10(f) are not otherwise affected by this Section 11. Following
                termination of employment, executive will also continue to participate
                in
                any benefit plans of the Company or the Bank that provide medical,
                dental
                and life insurance coverage upon terms no less favorable than the
                most
                favorable terms provided to senior executives. If the Company cannot
                provide such coverage because Executive is no longer an employee,
                the
                Company will provide Executive with comparable coverage on an individual
                basis or the cash equivalent. The medical, dental and life insurance
                coverage provided under this Section 11(b) shall cease upon the earlier
                of: (i) Executive’s death; (ii) Executive’s employment by another employer
                other than one of which he is the majority owner; or (iii) thirty-six
                (36)
                months after his termination of
                employment.

            


    

    


    
      	 	
              c.

            	
              The
                provisions of Section 11 and Sections 13 through 25, including the
                defined
                terms used in such sections, shall continue in effect until the later
                of
                the expiration of this Agreement or one year following a Change in
                Control.

            


    

    


    12. Indemnification
      and Liability Insurance.

    


    
      	 	
              a.

            	
              Indemnification.
                The Company agrees to indemnify Executive (and his heirs, executors,
                and
                administrators), and to advance expenses related to this indemnification,
                to the fullest extent permitted under applicable law and regulations
                against any and all expenses and liabilities that Executive reasonably
                incurs in connection with or arising out of any action, suit, or
                proceeding in which he may be involved by reason of his service as
                an
                officer or director of the Company or any of its subsidiaries or
                affiliates (whether or not he continues to be an officer or director
                at
                the time of incurring any such expenses or liabilities). Covered
                expenses
                and liabilities include, but are not limited to, judgments, court
                costs,
                and attorneys’ fees and the costs of reasonable settlements, subject to
                Board approval, if the action is brought against Executive in his
                capacity
                as an officer or director of the Company or any of its subsidiaries
                or
                affiliates. Indemnification for expenses will not extend to matters
                related to Executive’s termination for Cause. Notwithstanding anything in
                this Section 12(a) to the contrary, the Company will not be required
                to
                provide indemnification prohibited by applicable law or regulation.
                The
                obligations of this Section 12 will survive the term of this Agreement
                by
                a period of six (6) years.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              Insurance.
                During the period for which the Company must indemnify Executive,
                the
                Company will provide Executive (and his heirs, executors, and
                administrators) with coverage under a directors’ and officers’ liability
                policy, at the Company’s expense, that is at least equivalent to the
                coverage provided to directors and senior executives of the
                Company.

            


    

    


    13. Reimbursement
      of Executive’s Expenses to Enforce this Agreement.
      The
      Company will reimburse Executive for all out-of-pocket expenses, including,
      without limitation, reasonable attorneys’ fees, incurred by Executive in
      connection with his successful enforcement of the Company’s obligations under
      this Agreement. Successful enforcement means the grant of an award of money
      or
      the requirement that the Company take some specified action: (i) as a result
      of
      court order; or (ii) otherwise following an initial failure of the Company
      to
      pay money or take action promptly following receipt of a written demand from
      Executive stating the reason that the Company must make payment or take action
      under this Agreement.

    


    14. Limitation
      of Benefits Under Certain Circumstances.
      If
      the
      payments and benefits pursuant to Section 11 of this Agreement, either alone
      or
      together with other payments and benefits Executive has the right to receive
      from the Company, would constitute a “parachute payment” under Section 280G of
      the Internal Revenue Code of 1986, as amended (the “Code”), the payments and
      benefits pursuant to Section 11 shall be reduced or revised, in the manner
      determined by Executive, by the amount, if any, which is the minimum necessary
      to result in no portion of the payments and benefits under Section 11 being
      non-deductible to the Company pursuant to Section 280G of the Code and subject
      to the excise tax imposed under Section 4999 of the Code. The Company’s
      independent public accountants will determine any reduction in the payments
      and
      benefits to be made pursuant to Section 11; the Company will pay for the
      accountant’s opinion. If the Company and/or Executive do not agree with the
      accountant’s opinion, the Company will pay to Executive the maximum amount of
      payments and benefits pursuant to Section 11, as selected by Executive, that
      the
      opinion indicates have a high probability of not causing any of the payments
      and
      benefits to be non-deductible to the Company and subject to the excise tax
      imposed under Section 4999 of the Code. The Company may also request, and
      Executive has the right to demand that the Company request, a ruling from the
      IRS as to whether the disputed payments and benefits pursuant to Section 11
      have
      such tax consequences. The Company will promptly prepare and file the request
      for a ruling from the IRS, but in no event will the Company make this filing
      later than thirty (30) days from the date of the accountant’s opinion referred
      to above. The request will be subject to Executive’s approval prior to filing;
      Executive shall not unreasonably withhold his approval. The Company and
      Executive agree to be bound by any ruling received from the IRS and to make
      appropriate payments to each other to reflect any IRS rulings, together with
      interest at the applicable federal rate provided for in Section 7872(f)(2)
      of
      the Code. Nothing contained in this Agreement shall result in a reduction of
      any
      payments or benefits to which Executive may be entitled upon termination of
      employment other than pursuant to Section 11 hereof, or a reduction in the
      payments and benefits specified in Section 11, below zero.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    15. Injunctive
      Relief.
      Upon
      a
      breach or threatened breach of Section 10(g) of this Agreement or the
      prohibitions upon disclosure contained in Section 9(c) of this Agreement, the
      parties agree that there is no adequate remedy at law for such breach, and
      the
      Company shall be entitled to injunctive relief restraining Executive from such
      breach or threatened breach, but such relief shall not be the exclusive remedy
      for a breach of this Agreement. The parties further agree that Executive,
      without limitation, may seek injunctive relief to enforce the obligations of
      the
      Company under this Agreement.

    


    16. Successors
      and Assigns.

    


    
      	 	
              a.

            	
              This
                Agreement shall inure to the benefit of and be binding upon any corporate
                or other successor of the Company which shall acquire, directly or
                indirectly, by merger, consolidation, purchase or otherwise, all
                or
                substantially all of the assets or stock of the
                Company.

            


    

    


    
      	 	
              b.

            	
              Since
                the Company is contracting for the unique and personal skills of
                Executive, Executive shall not assign or delegate his rights or duties
                under this Agreement without first obtaining the written consent
                of the
                Company.

            


    

    


    17. No
      Mitigation.
      Executive
      shall not be required to mitigate the amount of any payment provided for in
      this
      Agreement by seeking other employment or otherwise and no such payment shall
      be
      offset or reduced by the amount of any compensation or benefits provided to
      Executive in any subsequent employment.

    


    18. Notices.
      All
      notices, requests, demands and other communications in connection with this
      Agreement shall be made in writing and shall be deemed to have been given when
      delivered by hand or 48 hours after mailing at any general or branch United
      States Post Office, by registered or certified mail, postage prepaid, addressed
      to the Company at its principal business office and to Executive at his home
      address as maintained in the records of the Company.

    


    19. No
      Plan Created by this Agreement.
      Executive
      and the Company expressly declare and agree that this Agreement was negotiated
      among them and that no provision or provisions of this Agreement are intended
      to, or shall be deemed to, create any plan for purposes of the Employee
      Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation,
      and each party expressly waives any right to assert the contrary. Any assertion
      in any judicial or administrative filing, hearing, or process that an ERISA
      plan
      was created by this Agreement shall be deemed a material breach of this
      Agreement by the party making the assertion.

    


    20. Amendments.
      No
      amendments or additions to this Agreement shall be binding unless made in
      writing and signed by all of the parties, except as herein otherwise
      specifically provided.

    


    21. Applicable
      Law.
      Except
      to the extent preempted by federal law, the laws of the State of New Jersey
      shall govern this Agreement in all respects, whether as to its validity,
      construction, capacity, performance or otherwise.

    


    22. Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any one provision shall not affect the validity or
      enforceability of the other provisions of this Agreement.

    


    23. Headings.
      Headings
      contained in this Agreement are for convenience of reference only.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    24. Entire
      Agreement.
      This
      Agreement, together with any modifications subsequently agreed to in writing
      by
      the parties, shall constitute the entire agreement among the parties with
      respect to the foregoing subject matter, other than written agreements
      applicable to specific plans, programs or arrangements described in Sections
      5
      and 6. 

    


    25. Source
      of Payments.
      Notwithstanding any provision in this Agreement to the contrary, to the extent
      payments and benefits, as provided for under this Agreement, are paid or
      received by Executive under the Employment Agreement in effect between Executive
      and the Bank, the payments and benefits paid by the Bank will be subtracted
      from
      any amount or benefit due simultaneously to Executive under similar provisions
      of this Agreement. Payments will be allocated in proportion to the level of
      activity and the time expended by Executive on activities related to the Company
      and the Bank, respectively, as determined by the Company and the
      Bank.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first written
      above.

    
      	 	 	 
	
              ATTEST:

            	DELANCO
              BANCORP, INC.
	 
 	 
 	 
 
	Illegible	By:  	/s/
              John
              W. Seiber
	
              

              Witness	
              
For
              the Entire Board of
              Directors
	 	
            


      	 	 	 
	WITNESS:	EXECUTIVE
	 
 	 
 	 
 
	/s/
              Robert M. Notigan	By:  	/s/
              Douglas R. Allen, Jr.
	
              
 	
              
Douglas
              R. Allen,
              Jr.




    
      
        
        

      

      
        11