**Exhibit 10.2**

 

**PSB BANCORP, INC.**

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT**

 

AGREEMENT, made the 1st day of July 2004,by and between PSB BANCORP, INC. (“PSB”), a Pennsylvania corporation with its****principal****executive****offices****located inPhiladelphia, Pennsylvania, and ANTHONY DiSANDRO (the “Executive”).

 

**INTRODUCTION**

 

The purpose of this Agreement is to provide specifiedbenefits to the Executive, a member of a select group of management or highlycompensated employees who contribute materially to the continued growth,development and future business success of PSB. This Agreement shall be unfunded for tax purposes and for purposes ofTitle I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

To encourage the Executive to remain an employee ofPSB, PSB is willing to provide supplemental retirement benefits to theExecutive.  PSB will pay the benefitsfrom its general assets.

 

**AGREEMENT**

 

PSB and the Executive agree as follows:

 

# **Article 1Definitions**

# ** **

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

 

## 1.1  “*Change in Control*” means any of the following:

##  

#### (i)  any person (as such term is used in Sections13d and 14d-2 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), other than PSB, a majority-owned subsidiary of PSB, an employee benefitplan (or related trust) of PSB or a direct or indirect majority-ownedsubsidiary of PSB, or affiliates of PSB (as defined in Rule 12b-2 underthe Exchange Act), becomes the beneficial owner (as determined pursuant toRule 13d-3 under the Exchange Act), directly or indirectly, of securitiesof PSB representing more than 25% of the combined voting power of PSB’s thenoutstanding securities (other than any person beneficially owning five percent[5%] or more of the voting power of PSB’s stock on the date hereof);

####  

#### (ii)  the liquidation or dissolution of PSB or theoccurrence of, or execution of an agreement providing for, a sale of all orsubstantially all of the assets of PSB to an entity which is not a direct orindirect majority-owned subsidiary of PSB;

####  

#### (iii)  the occurrence of, or execution of anagreement providing for, a reorganization, merger, consolidation or othersimilar transaction or connected series of

 

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#### transactions of PSB as aresult of which either (A) PSB does not survive or (B) pursuant to which sharesof PSB common stock (“Common Stock”) would be converted into cash, securitiesor other property, unless, in case of either (A) or (B), the holders of PSBCommon Stock immediately prior to such transaction will, following theconsummation of the transaction, beneficially own, directly or indirectly, morethan 50% of the combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors of the companysurviving, continuing or resulting from such transaction;

####  

#### (iv)  the occurrence of, or execution of anagreement providing for a reorganization, merger, consolidation or similartransaction of PSB, or any connected series of such transactions, if uponconsummation of such transaction or transactions, the persons who are membersof the Board of Directors of PSB immediately before such transaction ortransactions cease or, in the case of the execution of an agreement for suchtransaction or transactions, it is contemplated in such agreement that, uponconsummation, such persons would cease to constitute a majority of the Board ofDirectors of PSB or, in the case where PSB does not survive in suchtransaction, of the company surviving, continuing or resulting from suchtransaction or transactions;

####  

#### (v)  any other event which is at any timedesignated as a “Change in Control” for purposes of this Agreement by aresolution adopted by the Board of Directors of PSB with the affirmative voteof a majority of the non-employee directors in office at the time theresolution is adopted; and in the event any such resolution is adopted, theChange in Control event specified thereby shall be deemed incorporated hereinby reference and thereafter may not be amended, modified or revoked without thewritten agreement of the Executive;

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#### (vi)  during any period of two (2) consecutiveyears during the term of this Agreement, individuals who at the beginning ofsuch period constitute the Board of Directors of PSB cease for any reason toconstitute at least a majority thereof, unless the election of each directorwho was not a director at the beginning of such period has been approved inadvance by directors representing at least two-thirds of the directors then inoffice who were directors at the beginning of the period; provided, howeverthat this provision shall not apply in the event two-thirds of the Board ofDirectors at the beginning of a period no longer are directors due to death,retirement, or other circumstances not related to a Change in Control.

####  

Notwithstanding anything else to the contrary setforth in this Agreement, if (i) an agreement is executed by PSB providing forany of the transactions or events constituting a Change in Control as definedherein, and the agreement subsequently expires or is terminated without thetransaction or event being consummated, and (ii) Executive’s employment did notterminate during the period after the agreement and prior to such expiration ortermination, for purposes of this Agreement it shall be as though suchagreement was never executed and no Change in Control event shall be deemed tohave occurred as a result of the execution of such agreement.

 

## 1.2  “*Code*” means the Internal Revenue Code of 1986, as amended.

 

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## 1.3  “*Disability*” means the Executive’s suffering a sickness,accident or injury which has been determined by the carrier of any group disabilityinsurance policy provided by PSB or made available by PSB to its employees andcovering the Executive, or by the Social Security Administration, to be adisability rendering the Executive totally and permanently disabled.  The Executive must submit proof to PSB of thecarrier’s or Social Security Administration’s determination upon the request ofPSB.

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## 1.4  “*Early Termination*” means the Termination of Employmentbefore Normal Retirement Age for reasons other than death, Disability,termination for Cause or following a Change of Control.

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## 1.5  “*Normal Retirement Age*” means the Executive’s 65th birthday.

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## 1.6  “*Normal Retirement Date*” means the later of the NormalRetirement Age or Termination of Employment.

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## 1.7  “*Termination of Employment*” means that the Executive ceasesto be employed by PSB, or a majority-owned subsidiary of PSB, for any reason,voluntary or involuntary, other than by reason of a leave of absence approvedby PSB.

##  

# **Article 2Retirement Benefits**

# ** **

## 2.1  *Normal Retirement Benefit*. Upon Termination of Employment on or after the Executive’s NormalRetirement Age for any reason other than death, PSB shall pay to the Executivethe benefit described in this Section 2.1.

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### 2.1.1  *Amount of Benefit*.  The annual benefit under this Section 2.1is equal to the product of (i) 27.5%, times (ii) the sum of (A) the highesttotal annualized base salary(ies) paid to the Executive by PSB and itsmajority-owned subsidiaries during the four (4) year period ending on the dateof his Termination of Employment, plus (B) the highest total annual bonus(es)paid to the Executive by such entities with respect to any one of the four (4)full calendar years immediately preceding the year of his Termination ofEmployment.  In the event the Executivecontinues in the employ of PSB beyond his Normal Retirement Age, the annualbenefit determined in accordance with the preceding sentence shall be increasedby five percent (5%) for each full year that his employment continues beyondhis Normal Retirement Age.  For purposesof this Section 2.1.1 and Section 2.2.1, only base salary and annualbonus are intended to be included for purposes of the required benefitcalculations, so that compensation resulting from stock-based awards, directorfees and other remuneration not generally considered salary or bonus shall beexcluded.

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### 2.1.2  *Payment of Benefit*.  PSB shall pay the annual benefit to theExecutive in 12 equal monthly installments commencing on the first day of themonth following the Executive’s Normal Retirement Date and continuing on thefirst day of the month for the 239 months that follow; provided, however, thatin the event of his death prior to the payment of all of his benefit, therelevant provision of Article 3 shall apply.

 

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## 2.2  *Early Termination Benefit*. Upon Early Termination, PSB shall pay to the Executive the benefitdescribed in this Section 2.2.

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### 2.2.1  *Amount of Benefit*.  The annual benefit under this Section 2.2is equal to the product of (i) 27.5%, times (ii) the sum of (A) the highesttotal annualized base salary(ies) paid to the Executive by PSB and itsmajority-owned subsidiaries during the four (4) year period ending on the dateof Early Termination, plus (B) the highest total annual bonus(es) paid to theExecutive by such entities with respect to any one of the four (4) fullcalendar years immediately preceding the year of the date of Early Termination,times (iii) 11%, times (iv) the number of full years that have elapsed from thedate of this Agreement to the date of Early Termination.  The provisions of this section aresubject to the last sentence of Section 2.1.1.

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### 2.2.2  *Payment of Benefit*.  PSB shall pay the annual benefit to theExecutive in 12 equal monthly installments commencing on the first day of themonth following the Executive’s Normal Retirement Age and continuing on thefirst day of the month for the 239 months that follow; provided, however, thatin the event of his death prior to the payment of all of his benefit, therelevant provision of Article 3 shall apply.

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## 2.3  *Disability Benefit*. If the Executive terminates employment due to Disability prior to hisNormal Retirement Age, PSB shall pay to the Executive the benefit described inthis Section 2.3.

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### 2.3.1  *Amount of Benefit*.  The annual benefit under this Section 2.3is equal the Normal Retirement Benefit determined in the same manner describedin Section 2.1.1, but by treating the date of his Termination ofEmployment as the attainment of his Normal Retirement Age.

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### 2.3.2  *Payment of Benefit*.  PSB shall pay the annual benefit to theExecutive in 12 equal monthly installments commencing on the first day of themonth following his Termination of Employment and continuing on the first dayof the month for the 239 months that follow; provided, however, that in theevent of his death prior to the payment of all of his benefit, the relevantprovision of Article 3 shall apply.

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## 2.4  *Change in Control Benefit*. Notwithstanding any provisions herein to the contrary (except theprovisions of Section 5.2), upon the occurrence of a Change in Controlprior to, or concurrent with, the Executive’s Termination of Employment, PSBshall pay to the Executive the benefit described in this Section 2.4.

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### 2.4.1  *Amount of Benefit*.  The benefit under this Section 2.4 isequal to the present value of the product of (i) the Normal Retirement Benefitdetermined in the same manner described in Section 2.1.1, but by treatingthe date of the occurrence of the Change in Control as the Executive’s NormalRetirement Date (whether or not he terminates employment at such time), times(ii) two (2).  For purposes of thepreceding sentence, the present value of the Executive’s benefit shall bedetermined by (i) using a discount factor of 4% per annum, (ii) assuming 240monthly payments would otherwise be made, and (iii) discounting the flow ofassumed payments to the date of the Change in Control, but

 

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### by assuming that suchmonthly payments would have commenced the first day of the month following theattainment of Executive’s Normal Retirement Age.

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### 2.4.2  *Payment of Benefit*.  PSB shall pay the benefit, determined under Section 2.4.1,in one lump sum, within 30 days after the date it is determined with certaintythat the last sentence of Section 1.1 will not become operative.  In the event of the Executive’s death priorto payment of the lump sum benefit, his death shall not operate to reduce theamount payable (under Section 3 or otherwise), and it shall be paid to hisbeneficiary at the otherwise relevant time.

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## 2.5  *Limitations*.  Allbenefits payable under this Article 2 shall be subject to the provisionscontained in Article 5 of this Agreement.

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# **Article 3Death Benefits**

# ** **

## 3.1  *Death During Active Service*. If the Executive dies while employed by PSB, PSB shall pay to theExecutive’s beneficiary the benefit described in this Section 3.1.  This benefit shall be paid in lieu of thebenefits under Article 2, unless Section 2.4 becomes applicable.

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### 3.1.1  *Amount of Benefit*.  The benefit under this Section 3.1 isequal to the amount of the annual benefit determined under Section 2.1.1,times ten (10).

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### 3.1.2  *Payment of Benefit*.  PSB shall pay the amount described in Section 3.1.1to the Executive’s beneficiary, in one lump sum, on the date that he would haveattained his Normal Retirement Age had he not died.

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## 3.2  *Death During Payment of Benefit*.  If the Executive dies after any benefitpayments have commenced under this Agreement, but before receiving all suchpayments, PSB shall pay to the Executive’s beneficiary an amount equal to theexcess, if any, of (i) the product of (A) the annual benefit he was receivingat the time of his death, times (B) ten (10), minus (ii) the sum of thebenefits paid to him hereunder through the date of his death.  Any such excess shall be paid to suchbeneficiary, in one lump sum, no later than 30 days after proof of theExecutive’s death is submitted to PSB.

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## 3.3  *Death After Termination of Employment But Before Payment of aRetirement Benefit Commences*. If the Executive’s employment terminates after having accrued benefitsunder this Agreement, but he dies prior to commencement of the payment of suchbenefits, PSB shall pay to the Executive’s beneficiary an amount equal to theannual benefit to which he would have been entitled had he not died, times ten(10).  Such amount shall be paid to suchbeneficiary, in one lump sum, on the date that the Executive would have beenpaid his first benefit installment had he not died.

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## 3.4  *Limitations*.  Allbenefits payable under this Article 3 shall be subject to the provisionscontained in Article 5 of this Agreement.

 

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# **Article 4Beneficiaries**

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## 4.1  *Beneficiary Designations*. The Executive shall designate a beneficiary by filing a writtendesignation with PSB.  The Executive mayrevoke or modify the designation at any time by filing a new designation.  However, designations will only be effectiveif signed by the Executive and received by PSB during the Executive’slifetime.  The Executive’s beneficiarydesignation shall be deemed automatically revoked if the beneficiarypredeceases the Executive, or if the Executive names a spouse as beneficiaryand the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, allpayments shall be made to the Executive’s estate.

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## 4.2  *Facility of Payment*. If a benefit is payable to a minor, to a person declared incompetent, orto a person incapable of handling the disposition of his or her property, PSBmay pay such benefit to the guardian, legal representative or person having thecare or custody of such minor, incompetent person or incapable person.  PSB may require proof of incompetence,minority or guardianship as it may deem appropriate prior to distribution ofthe benefit.  Such distribution shallcompletely discharge PSB from all liability with respect to such benefit.

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# **Article 5General Limitations**

# ** **

All benefits payable under this Agreement shall besubject to the following limitations:

 

## 5.1  *Excess Parachute or Golden Parachute Payment*.  In the event that the amounts and benefitspayable under this Agreement, when added to other amounts and benefits whichmay become payable to the Executive by PSB and any affiliated company, are suchthat he becomes subject to the excise tax provisions of Code Section 4999,he shall be paid such additional amount or amounts as will result in hisretention (after the payment of all federal, state and local excise, employmentand income taxes on such payments and the value of such benefits) of a netamount equal to the net amount he would have retained had the initiallycalculated payments and benefits been subject only to income and employmenttaxation.  For purposes of the precedingsentence, the Executive shall be deemed to be subject to the highest marginalfederal, relevant state and relevant local tax rates.  All calculations required to be made underthis subsection shall be made by PSB’s independent public accountants,subject to the right of Executive’s representative to review the same.  All such amounts required to be paid shall bepaid at the time any withholding may be required under applicable law, and anyadditional amounts to which the Executive may be entitled shall be paid orreimbursed no later than 15 days following confirmation of such amount by theCompany’s accountants.  In the event anyamounts paid hereunder are subsequently determined to be in error becauseestimates were required or otherwise, the parties agree to reimburse each otherto correct such error, as appropriate, and to pay interest thereon at theapplicable federal rate (as determined under Code Section 1274 for theperiod of time such erroneous amount remained outstanding andunreimbursed).  The parties recognizethat the actual implementation of the provisions of this subsection arecomplex and agree to deal with each other in good faith to resolve anyquestions or disagreements arising hereunder.

 

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## 5.2  *Termination for Cause*. Notwithstanding any provision of this Agreement to the contrary, PSBshall not pay any benefit under this Agreement if PSB terminates the Executive’semployment for Cause. Termination of the Executive’s employment for “Cause”shall mean termination because of personal dishonesty by the Executive in theperformance of his duties which results in demonstrable material injury to PSB,willful misconduct by the Executive which remains uncured 15 days following thegiving of written notice thereof to the Executive by the Board of Directors ofPSB, breach by the Executive of a fiduciary duty to PSB involving personalprofit, intentional failure to perform stated duties following the giving ofwritten notice thereof to the Executive by the Board of Directors of PSB, orthe issuance of a final cease-and-desist order, relating to the Executive’sconduct, by a state or federal regulatory body. For purposes of this paragraph, no act or failure to act on theExecutive’s part shall be considered “willful” unless done, or omitted to bedone, by the Executive not in good faith and without reasonable belief that theExecutive’s action or omission was in the best interest of PSB or any of itsmajority-owned subsidiaries.

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## 5.3  *Removal*. Notwithstanding any provision of this Agreement to the contrary, PSBshall not pay any benefit under this Agreement if the Executive is subject to afinal removal or prohibition order issued by an appropriate federal bankingagency pursuant to Section 8(e) of the Federal Deposit Insurance Act.

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## 5.4  *Competition after Termination of Employment*.  The Executive shall forfeit his right to anyfurther benefits if the Executive, without the prior written consent of PSB,violates any one of the following described restrictive covenants.

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### 5.4.1  *Non-Compete Provision*.  The Executive shall not, for a period of 12months following termination of employment, directly or indirectly, either asan individual or as a proprietor, stockholder, partner, officer, director,employee, agent, consultant or independent contractor of any individual,partnership, corporation or other entity (excluding an ownership interest ofone percent (1%) or less in the stock of a publicly traded company):

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#### (i)  become employed by, participate in, or beconnected in any manner with the ownership, management, operation or control ofany bank or bank holding company, savings and loan or savings and loan holdingcompany, or other similar financial institution if the Executive’sresponsibilities will include providing banking or other financial serviceswithin 25 miles of the main office(s) maintained by PSB, and any of itsmajority-owned subsidiaries, as of the date of the termination of the Executive’semployment;

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#### (ii)  participate in any way in hiring or otherwiseengaging, or assisting any other person or entity in hiring or otherwiseengaging, on a temporary, part-time or permanent basis, any individual who wasemployed by PSB or any of its majority-owned subsidiaries as of the date oftermination of the Executive’s employment;

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#### (iii)  sell, offer to sell, provide banking or otherfinancial services, assist any other person in selling or providing banking orother financial services, or solicit or otherwise compete for, either directlyor indirectly, any orders, contract, or accounts for

 

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#### services of a kind ornature like or substantially similar to the financial services performed orfinancial products sold by PSB or any of its majority-owned subsidiaries (thepreceding hereinafter referred to as “Services”), to or from any person orentity from whom the Executive or PSB (or such subsidiaries), to the knowledgeof the Executive, provided banking or other financial services, sold, offeredto sell or solicited orders, contracts or accounts for Services during the one(1) year period immediately prior to the termination of the Executive’semployment; or

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#### (iv)  divulge, disclose, or communicate to othersin any manner whatsoever, any nonpublic confidential information of PSB and itsmajority-owned subsidiaries, to the knowledge of the Executive, including, butnot limited to, the names and addresses of customers or prospective customers,of PSB (and such subsidiaries), as they may have existed from time to time, ofwork performed or services rendered for any customer, any method and/orprocedures relating to projects or other work developed for PSB (or any of suchsubsidiaries), earnings or other information concerning PSB (or suchsubsidiaries).  The restrictionscontained in this subparagraph (iv) apply to all information regarding PSB (andsuch subsidiaries), regardless of the source who provided or compiled suchinformation.  Notwithstanding anything tothe contrary, the restriction set forth in this paragraph shall not apply toany information that becomes known to the general public from sources otherthan the Executive.

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### 5.4.2  *Judicial Remedies*.  In the event of a breach or threatened breachby the Executive of any provision of these restrictions, the Executiverecognizes the substantial and immediate harm that a breach or threatenedbreach will impose upon PSB (and/or a majority-owned subsidiary of PSB), andfurther recognizes that in such event monetary damages may be inadequate tofully protect PSB (and such subsidiaries). Accordingly, in the event of a breach or threatened breach of thisAgreement, the Executive consents to PSB’s entitlement to preliminary,interlocutory, temporary or permanent injunctive, or any other equitablerelief, protecting and fully enforcing PSB’s rights hereunder and preventingthe Executive from further breaching any of his obligations set forthherein.  The Executive expressly waivesany requirement, based on any statute, rule of procedure, or other source, thatPSB post a bond as a condition of obtaining any of the above-describedremedies.  Nothing herein shall beconstrued as prohibiting PSB from pursuing any other remedies available to PSBat law or in equity for such breach or threatened breach, including therecovery of damages from the Executive, which may include the return of all ora portion of benefits previously paid hereunder.  The Executive expressly acknowledges andagrees that: (i) the restrictions set forth in Section 5.4.1 hereof arereasonable, in terms of scope, duration, geographic area, and otherwise, (ii)the protections afforded PSB in Section 5.4.1 hereof are necessary toprotect its legitimate business interest, (iii) the restrictions set forth in Section 5.4.1hereof will not be materially adverse to the Executive’s employmentopportunities following his termination of employment with PSB or amajority-owned subsidiary of PSB, and (iv) his agreement to observe suchrestrictions forms a material part of the consideration for this Agreement.

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### 5.4.3  *Overbreadth of RestrictiveCovenant*.  It is the intentionof the parties that if any restrictive covenant in this Agreement is determinedby a court of competent

 

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### jurisdiction to be overlybroad, then the court should enforce such restrictive covenant to the maximumextent permitted under the law as to area, breadth and duration.

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### 5.4.4  *Change in Control*.  The non-compete provision detailed in Section 5.4.1hereof shall not be enforceable following a Change in Control.

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## 5.5  *Suicide or Misstatement*. No benefits shall be payable if the Executive commits suicide within two(2) years after the date of this Agreement, or if an insurance company (ifapplicable) denies coverage for material misstatements of fact made by theExecutive on any application for life insurance purchased by PSB.

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# **Article 6Claims and Review Procedures**

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## 6.1  *Claims Procedure*.  TheExecutive or a beneficiary (“Claimant”) who has not received benefits under theAgreement that he or she believes should be paid shall make a claim for suchbenefits as follows:

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### 6.1.1  *Initiation – Written Claim*.  The Claimant initiates a claim by submittingto PSB a written claim for the benefits.

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### 6.1.2  *Timing of PSB Response*.  PSB shall respond to such Claimant within90 days after receiving the claim. If PSB determines that special circumstances require additional time forprocessing the claim, PSB can extend the response period by an additional 90days by notifying the Claimant in writing, prior to the end of the initial 90-dayperiod, that an additional period is required. The notice of extension must set forth the special circumstances and thedate by which PSB expects to render its decision.

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### 6.1.3  *Notice of Decision*.  If PSB denies part or all of the claim, PSBshall notify the Claimant in writing of such denial.  PSB shall write the notification in a mannercalculated to be understood by the Claimant. The notification shall set forth:

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#### (i)  the specific reasons for the denial,

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#### (ii)  a reference to the specific provisions of theAgreement on which the denial is based,

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#### (iii)  a description of any additional informationor material necessary for the Claimant to perfect the claim and an explanationof why it is needed,

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#### (iv)  an explanation of the Agreement’s reviewprocedures and the time limits applicable to such procedures, and

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#### (v)  a statement of the Claimant’s right to bringa civil action under ERISA Section 502(a) following an adverse benefitdetermination on review.

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## 6.2  *Review Procedure*.  IfPSB denies part or all of the claim, the Claimant shall have the opportunityfor a full and fair review by PSB of the denial, as follows:

 

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### 6.2.1  *Initiation – WrittenRequest*.  To initiate thereview, the Claimant, within 60 days after receiving PSB’s notice ofdenial, must file with PSB a written request for review.

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### 6.2.2  *Additional Submissions –Information Access*.  TheClaimant shall then have the opportunity to submit written comments, documents,records and other information relating to the claim.  PSB shall also provide the Claimant, uponrequest and free of charge, reasonable access to, and copies of, all documents,records and other information relevant (as defined in applicable ERISA regulations)to the Claimant’s claim for benefits.

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### 6.2.3  *Considerations on Review*.  In considering the review, PSB shall takeinto account all materials and information the Claimant submits relating to theclaim, without regard to whether such information was submitted or consideredin the initial benefit determination.

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### 6.2.4  *Timing of PSB Response*.  PSB shall respond in writing to such Claimantwithin 60 days after receiving the request for review.  If PSB determines that special circumstancesrequire additional time for processing the claim, PSB can extend the responseperiod by an additional 60 days by notifying the Claimant in writing, prior tothe end of the initial 60-day period, that an additional period isrequired.  The notice of extension mustset forth the special circumstances and the date by which PSB expects to renderits decision.

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### 6.2.5  *Notice of Decision*.  PSB shall notify the Claimant in writing ofits decision on review.  PSB shall writethe notification in a manner calculated to be understood by the Claimant. Thenotification shall set forth:

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#### (i)  the specific reasons for the denial,

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#### (ii)  a reference to the specific provisions of theAgreement on which the denial is based,

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#### (iii)  a statement that the Claimant is entitled toreceive, upon request and free of charge, reasonable access to, and copies of,all documents, records and other information relevant (as defined in applicableERISA regulations) to the Claimant’s claim for benefits, and

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#### (iv)  a statement of the Claimant’s right to bringa civil action under ERISA Section 502(a).

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# **Article 7Amendments and Termination**

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This Agreement may be amended or terminated only by awritten agreement signed by PSB and the Executive.

 

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# **Article 8Miscellaneous**

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## 8.1  *Binding Effect*.  ThisAgreement shall bind the Executive and PSB (and its majority-ownedsubsidiaries), and their beneficiaries, survivors, executors, successors,administrators and transferees.

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## 8.2  *No Guarantee of Employment*. This Agreement is not an employment policy or contract.  It does not give the Executive the right toremain an employee of PSB or any of its majority-owned subsidiaries, nor doesit interfere with PSB’s right to discharge the Executive.  It also does not require the Executive toremain an employee nor interfere with the Executive’s right to terminateemployment at any time.

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

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## 8.4  *Reorganization*.  PSBshall not merge or consolidate into or with another company, or reorganize, orsell substantially all of its assets to another company, firm, or person unlesssuch succeeding or continuing company, firm, or person agrees to assume anddischarge the obligations of PSB under this Agreement.  Upon the occurrence of such event, the term “PSB”as used in this Agreement shall be deemed to refer to the successor or survivorcompany.

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## 8.5  *Tax Withholding*.  PSBshall withhold any taxes that are required to be withheld from the benefitsprovided under this Agreement.  In theevent adequate funds are unavailable for such withholding, the Executive agreesto provide the same to PSB upon written request.

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## 8.6  *Applicable Law*.  TheAgreement and all rights hereunder shall be governed by the laws of theCommonwealth of Pennsylvania, except to the extent preempted by the laws of theUnited States of America.

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## 8.7  *Unfunded Arrangement*. The Executive and any beneficiary are general unsecured creditors of PSBfor the payment of benefits under this Agreement.  The benefits represent the mere promise byPSB to pay such benefits.  The rights tobenefits are not subject in any manner to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is ageneral asset of PSB, or a majority-owned subsidiary of PSB, to which theExecutive and any beneficiary have no preferred or secured claim.

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## 8.8  *Entire Agreement*. This Agreement constitutes the entire agreement between PSB and theExecutive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement otherthan those specifically set forth herein.

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## 8.9  *Administration*.  PSBshall have powers which are necessary to administer this Agreement, includingbut not limited to:

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#### (i)  establishing and revising the method ofaccounting for the Agreement;

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#### (ii)  maintaining a record of benefit payments;

 

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#### (iii)  establishing rules and prescribing any formsnecessary or desirable to administer the Agreement; and

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#### (iv)  interpreting the provisions of the Agreement.

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PSB shall have absolute discretion to interpret theprovisions of this Agreement and to make all determinations, including factualdeterminations attendant thereto.

 

## 8.10  *Named Fiduciary*.  PSBshall be the named fiduciary and plan administrator under this Agreement.  It may delegate to others certain aspects ofthe management and operational responsibilities including the employment ofadvisors and the delegation of ministerial duties to qualified individuals.

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## 8.11  *Headings*.  Headingsare included in this Agreement for the convenience of the parties and shall notbe taken into consideration in construing the provisions of this Agreement.

##  

## 8.12  *Legal Fees to Enforce Rights After Change in Control*.  PSB is aware that upon the occurrence of aChange of Control, the Board of Directors or a shareholder of PSB, or of anysuccessor corporation might then cause or attempt to cause PSB or suchsuccessor to refuse to comply with its obligations under the Agreement andmight cause or attempt to cause PSB to institute, or may institute, litigationseeking to deny the Executive the benefits intended under the Agreement.  In these circumstances, the purpose of theAgreement could be frustrated. Accordingly, if, following a Change of Control,it should appear to the Executive that PSB or any successor corporation hasfailed to comply with any of its obligations under the Agreement or anyagreement thereunder, or if PSB or any other person takes any action to declarethe Agreement void or unenforceable or institutes any litigation or other legalaction designed to deny, diminish or to recover from the Executive the benefitsintended to be provided, then PSB irrevocably authorizes the Executive toretain counsel of the Executive’s choice at the expense of PSB to represent theExecutive in connection with the initiation or defense of any litigation orother legal action, whether by or against PSB or any director, officer,shareholder or other person affiliated with PSB or any successor thereto in anyjurisdiction

##  

IN WITNESS WHEREOF, the Executive and PSB have signedthis Agreement as of the date and year first above written.

 
| EXECUTIVE:       | PSB BANCORP,  INC. |
|------------------|--------------------|
|             |               |
|             |               |
|             | By                 |   |   |
|             |               |   |
| Anthony DiSandro |               |
|             |               |
|             | Title              |   |   |
|                  |                    |  |  |  |  |

 

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**BENEFICIARY DESIGNATION**

 

**PSB BANCORP, INC.**

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT**

 

**Anthony DiSandro**

 

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

 
| Primary:    |   |
|-------------|--------|
|        |
| Contingent: |   |
|        |

 

 

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

 

I understand that I maychange these beneficiary designations by filing a new written designation withPSB.  I further understand that thedesignations will be automatically revoked if the beneficiary predeceases me,or, if I have named my spouse as beneficiary and our marriage is subsequentlydissolved.

 
| Signature                                                                                                                                                                                                                                                                                                                               |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                    |
| Date                                                                                                                                                                                                                                                                                                                                    |   |   |
|                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                    |
| Received by PSB  this               day of                                    ,  200  . |
|                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                    |
| By                                                                                                                                                                                                                                                                                                                                      |   |   |
|                                                                                                                                                                                                                                                                                                                                    |
| Title                                                                                                                                                                                                                                                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                         |        |        |  |  |  |

 

13

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