EXHIBIT 10.3


 


EMPLOYMENT AGREEMENT


 


THIS  AGREEMENT (“Agreement”),
as amended and restated, is made this 1st day of October, 2008 by and between Fox Chase Bancorp, Inc. (the “Company”),
a corporation organized under the laws of the United States of America, with
its principal offices at 4390 Davisville Road, Hatboro, Pennsylvania 19040, Fox Chase Bank (the “Bank”), a federally
chartered stock savings bank organized under the laws of the United States of
America, with its principal offices at 4390 Davisville Road, Hatboro,
Pennsylvania 19040 and Thomas M. Petro
(“Executive”).


 


WHEREAS,
the parties originally entered into this Agreement on October 1, 2006; and


 


WHEREAS,
the Company and Bank desire to continue to assure both entities of the services
of Executive as President and Chief Executive Officer for the period provided
for in this Agreement; and


 


WHEREAS,
Executive and the Board of Directors of both the Company and Bank desire to
enter into an agreement setting forth the terms and conditions of the employment
of Executive and the related rights and obligations of each of the parties.


 


WHEREAS, Executive
and the Boards of Directors of the Company and the Bank desire to enter into an
amended and restated employment agreement setting forth the terms and conditions
of the continuing employment of Executive and the related rights and
obligations of each of the parties and to bring the Agreement into compliance
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the regulations and guidance issued with respect to 409A of the Code.


 


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


 


1.                                      Position
and Responsibilities.


 


(a)                                  During
the period of Executive’s employment under this Agreement, Executive agrees to
serve as President and Chief Executive Officer of the Company and Bank.  Executive shall have responsibility for the
general management and control of the business and affairs of the Company and
its subsidiaries, including the Bank, and shall perform all duties and shall
have all powers which are commonly incident to the offices of President and
Chief Executive Officer or which, consistent with those offices, are delegated
to him by the Board of Directors of the Company and Bank.


 


(b)                                 During
the period of Executive’s employment under this Agreement, except for periods
of absence occasioned by illness, vacation, and reasonable leaves of absence,
Executive shall devote substantially all of his business time, attention, skill
and efforts to the faithful 


 

















 


performance of his duties under this Agreement, including activities
and services related to the organization, operation and management of the
Company and its subsidiaries, including the Bank, as well as participation in
community, professional and civic organizations; provided, however, that,
Executive may serve, or continue to serve, on the boards of directors of, and
hold any other offices or positions in, companies or organizations listed by
Executive on his annual conflict of interest reporting.


 


(c)                                  The
Bank or the Company (as they shall determine), will furnish Executive with the
working facilities and staff customary for executive officers with the titles
and duties set forth in this Agreement 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
Bank.


 


2.                                      Term
of Employment.


 


(a)                                  The
term of Executive’s employment under this Agreement shall be deemed to have
commenced as of October 1, 2008 and shall continue for a period of
thirty-six (36) full calendar months thereafter.


 


(b)                                 The
Compensation Committees of the Boards of Directors of the Company and Bank will
review the Agreement and Executive’s performance annually for purposes of
determining whether to extend the Agreement for an additional year.  The Chairman of the Boards of Directors will
give notice to the Executive as soon as possible if the Boards have decided not
to extend the Agreement.


 


(c)                                  Notwithstanding
anything contained in this Agreement to the contrary, either Executive, the
Company or the Bank may terminate Executive’s employment at any time during the
term of this Agreement, subject to the terms and conditions of this Agreement.


 


3.                                      Compensation
and Benefits.


 


(a)                                  The
Bank or the Company (as they shall determine), shall pay Executive as
compensation a salary of $287,249 per year (“Base Salary”).  In addition to the Base Salary provided in
this Section 3(a), the Bank shall also provide Executive with all such other
benefits as are provided uniformly to permanent full-time employees of the
Bank.  If Executive’s Base Salary is
increased, such increased Base Salary shall then constitute the Base Salary for
all purposes of this Agreement.  For
purposes of Section 4(b) of this Agreement, Base Salary shall be
deemed to include the highest cash bonus or similar cash incentive compensation
paid to or accrued on behalf of the Executive with respect to the three (3) taxable
years preceding his termination of employment. 
For purposes of Section 5(c) of this Agreement, Base Salary
shall be defined as the amount reported in Box 1 of the Executive’s Form W-2,
plus amounts deferred under the Bank’s 401(k) Plan and/or Section 125
Plan (if any), or deferred at the Executive’s election or on behalf of the
Executive to any non-qualified deferred compensation plan of the Bank or the
Company.


 


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(b)                                 Executive
shall be entitled to participate in or receive benefits under any employee
benefit plans including but not limited to, retirement plans, profit-sharing
plans, or any other employee benefit plan or arrangement made available by the
Bank or Company in the future to its senior executives, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements.  Executive shall
be entitled to incentive compensation and bonuses as provided in any plan of
the Bank or Company in which Executive is eligible to participate.  Nothing paid to the Executive under any such
plan or arrangement will be deemed to be in lieu of other compensation to which
the Executive is entitled under this Agreement. 
From time to time, and as determined by the Boards of Directors of the
Company and the Bank, Executive may be entitled to participate in or receive
benefits under plans relating to stock options and restricted stock awards that
are made available by the Company or the Bank at any time in the future during
the term of this Agreement, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans.


 


(c)                                  The
Company or Bank (as they shall determine) shall also pay or reimburse Executive
for all reasonable travel and other reasonable expenses incurred in the performance
of Executive’s obligations under this Agreement and may provide such additional
compensation in such form and such amounts as the Board of Directors of the
Company or Bank may from time to time determine.


 


(d)                                 Executive
shall take vacation at a time mutually agreed upon by the Company, Bank and
Executive.  Executive shall receive his
Base Salary and other benefits during periods of vacation. Executive shall also
be entitled to paid legal holidays in accordance with the policies of the Bank.


 


4.                                      Payments
to Executive Upon an Event of Termination.


 


(a)                                  Upon
the occurrence of an Event of Termination (as herein defined) during Executive’s
term of employment under this Agreement, the provisions of this Section 4
shall apply.  Unless Executive otherwise
agrees, as used in this Agreement, an “Event of Termination” shall mean and
include any one or more of the following: 
(i) the termination by the Company or Bank of Executive’s full-time
employment for any reason other than a termination governed by Section 7 of
this Agreement; or (ii) Executive’s resignation from the Bank or Company,
upon, any (A) notice to Executive of non-renewal of the term of this
Agreement (B) failure to reappoint Executive as President and Chief
Executive Officer, (C) material change in Executive’s functions, duties,
or responsibilities with the Bank, the Company or its subsidiaries, which
change would cause Executive’s position(s) to become of lesser
responsibility, importance, or scope from the position and attributes thereof
described in Section 1 of this Agreement, (D) material reduction in
the benefits and perquisites provided to Executive from those being provided as
of the effective date of this Agreement, except to the extent such coverage may
be changed in its application to all Bank employees, (E) liquidation or
dissolution of the Company or the Bank, or (F) breach of this Agreement by
the Bank or Company.  Upon the occurrence
of any event described in clauses (A), (B), (C), (D), (E) or (F), above,
Executive shall have the right to terminate his employment under this Agreement
by resignation upon not less than sixty (60) days prior written notice given
within six (6) full calendar months after the event giving rise to
Executive’s right to elect to terminate his employment.


 


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(b)                                 Upon
the occurrence of an Event of Termination, on the Date of Termination, as
defined in Section 8, the Company and Bank (as they shall determine) shall
be obligated to pay Executive, or, in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be the value of
the Executive’s base salary for the remaining term of the Agreement plus the
value of all benefits he would have received during the remaining term of the Agreement
under any retirement programs (whether tax-qualified or non-qualified) in which
Executive participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by the Executive or
accrued on his behalf under such programs during the twelve (12) months
preceding his termination).  Executive
shall receive this payment in a single lump sum within ten (10) days of
his termination of employment.  In
addition, Executive and his dependents will continue to participate in any
benefit plans of the Company or the Bank that provide health (including medical
and dental), or life insurance, or similar coverage upon terms no less
favorable than the most favorable terms provided to senior executives of the
Company and the Bank during the remaining term of the Agreement.  In the event that the Company and the Bank
are unable to provide such coverage by reason of Executive no longer being an
employee, the Company and the Bank shall provide Executive with comparable coverage
on an individual policy basis.  In the
event the Bank or the Company is not in compliance with its minimum capital
requirements or if such payments pursuant to this subsection (b) would
cause the Company or Bank’s capital to be reduced below its minimum regulatory
capital requirements, such payments shall be deferred until such time as either
the Company or the Bank or successor thereto is in capital compliance.  No payments under this Section 4(b) shall
be reduced in the event the Executive obtains other employment following
termination of employment.


 


(c)                                  During
the period commencing on the effective date of Executive’s termination under Section 4(a) of
this Agreement and ending one (1) year thereafter (the “Restricted Period”),
Executive shall not, without express prior written consent from the Company or
the Bank, directly or indirectly, own or hold any proprietary interest in, or
be employed by or receive remuneration from, any corporation, partnership, sole
proprietorship of other entity (collectively, an “entity”) “engaged in
competition” (as defined below) with the Bank or any other affiliates (“Competitor”).  For purposes of the preceding sentence, the
term “proprietary interest” means direct or indirect ownership of an equity
interest in an entity other than ownership of less than two percent (2%) of any
class of stock in a publicly-held entity. 
Further, an entity shall be considered to be “engaged in competition” if
such entity is, or is a holding company for, or a subsidiary of an entity which
is engaged in the business of providing banking, trust services, asset
management advice, or similar financial services to consumers, businesses,
individuals or other entities; and the entity, holding company or subsidiary
maintains physical offices for the transaction of such business or businesses
in any city, town or county in which the Executive’s normal business office is
located or the Bank has an office or has filed an application for regulatory
approval to establish an office, as determined on the date of Executive’s
termination of employment.


 


(d)                                 During
the Restricted Period, Executive shall not, without express prior written
consent of the Bank or the Company, solicit or assist any other person in
soliciting for the account of any Competitor, any customer or client of the
Bank or any of its subsidiaries.


 


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(e)                                  During
the Restricted Period, Executive shall not, without the express prior written
consent of the Bank, directly or indirectly, (i) solicit or assist any
third party in soliciting for employment any person employed by the Bank or any
of its subsidiaries at the time of the termination of Executive’s employment
(collectively, “Employees”), (ii) employ, attempt to employ or materially
assist any third party in employing or attempting to employ any Employee, or (iii) otherwise
act on behalf of any Competitor to interfere with the relationship between the
Bank or any of its affiliates and their respective Employees.


 


(f)                                    Executive
acknowledges that the restrictions contained in this Sections (c) through (e) of
this Section 4 are reasonable and necessary to protect the legitimate
interests of the Bank and the Company and that any breach by Executive of any
provision contained in Sections (c) through (e) of this Section 4
will result in irreparable injury to the Bank and Company for which a remedy at
law would be inadequate.  Accordingly,
Executive acknowledges that the Bank and Company shall be entitled to
temporary, preliminary and permanent injunctive relief against Executive in the
event of any breach or threatened breach by Executive of Sections (c) through
(e) of this Section 4, in addition to any other remedy that may be
available to the Bank or the Company whether at law or in equity.  With respect to Sections (c) through (e) of
this Section 4 finally determined by a court of competent jurisdiction to
be unenforceable, such court shall be authorized to reform this Agreement or
any provision hereof so that it is enforceable to the maximum extent permitted
by law.  If the covenants of Sections (c) through
(e) above are determined to be wholly or partially unenforceable in any
jurisdiction, such determination shall not be a bar to or in any way diminish
the Bank’s or the Company’s right to enforce such covenants in any other
jurisdiction and shall not bar or limit the enforceability of any other
provisions.    The Bank and the Company
shall not be required to post any bond or other security in connection with any
proceeding to enforce Sections (c) through (e) of this Section 4.


 


(g)                                 The
parties to this Agreement intend for the payments to satisfy the short-term
deferral exception under Section 409A of the Code or, in the case of
health and welfare benefits, not constitute deferred compensation (since such
amounts are not taxable to Executive). 
However, notwithstanding anything to the contrary in this Agreement, to
the extent payments do not meet the short-term deferral exception of Section 409A
of the Code and, in the event Executive is a “Specified Employee” (as defined
herein) no payment shall be made to Executive under this Agreement prior to the
first day of the seventh month following the Event of Termination in excess of
the “permitted amount” under Section 409A of the Code.  For these purposes the “permitted amount”
shall be an amount that does not exceed two times the lesser of: (A) the
sum of Executive’s annualized compensation based upon the annual rate of pay
for services provided to the Company for the calendar year preceding the year
in which Executive has an Event of Termination, or (B) the maximum amount
that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17)
of the Code for the calendar year in which occurs the Event of
Termination.  The payment of the “permitted
amount” shall be made within sixty (60) days of the occurrence of the Event of
Termination.  Any payment in excess of
the permitted amount shall be made to Executive on the first day of the seventh
month following the Event of Termination. 
“Specified Employee” shall be interpreted to comply with Section 409A
of the Code and shall mean a key employee within the meaning of Section 416(i) of
the Code (without regard to Section 5 thereof), but an individual shall be
a “Specified Employee” only if 


 


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the Company is a publicly-traded institution or the subsidiary of a
publicly-traded holding company.


 


5.                                    Change
in Control.


 


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


 


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


 


ii.                                       Change
in Board Composition:  During any
period of two consecutive years, individuals who constitute the Boards of
Directors of the Bank or the Company at the beginning of the two-year period
cease for any reason to constitute at least a majority of the Boards of
Directors of the Bank or the Company; 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.


 


iii.                                    Acquisition of Significant Share Ownership: 
There is filed, or 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, if the schedule discloses
that the filing person or persons acting in concert has or have become the
beneficial owner(s) of 20% or more of a class of the Bank’s or the Company’s
voting securities, however this clause (iii) shall not apply to beneficial
ownership of Bank or Company voting shares held in a fiduciary capacity by an
entity of which the Bank or the Company directly or indirectly beneficially
owns 50% or more of its outstanding voting securities.


 


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


 


v.                                      Proxy
Statement Distribution:  An
individual or company (other than current management of the Company) solicits
proxies from stockholders of the Company seeking stockholder approval of a plan
of reorganization, merger or consolidation of the Company or Bank with one or
more corporations as a result of which the outstanding shares of the class of 


 


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securities then subject to such plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Company.


 


vi.                                   Tender Offer:  A tender offer is made for 20% or more of the
voting securities of the Bank or Company then outstanding.


 


Notwithstanding anything in this Agreement to
the contrary, in no event shall the reorganization of the Bank from the mutual
holding company form of organization to the full stock holding company form of
organization (including the elimination of the mutual holding company)
constitute a “Change in Control” for purposes of this Agreement.


 


(b)                                 If
any of the events described in Section (a) of this Section 5,
constituting a Change in Control, have occurred or the Boards of Directors determine
that a Change in Control has occurred, Executive shall be entitled to the
benefits provided for in subsections (c) and (d) of this Section 5
upon his termination of employment at any time during the term of this
Agreement and any extensions thereof, on or after the date the Change in
Control occurs due to (i) Executive’s dismissal, (ii) Executive’s
resignation following any demotion, loss of title, office or significant
authority or responsibility, reduction in annual compensation or benefits or
relocation of his principal place of employment by more than thirty (30) miles
from its location immediately prior to the Change in Control or (iii) Executive’s
resignation for any reason within the sixty (60) day period following the date
that is one year from the date the Change in Control occurred, unless Executive’s
termination is for Cause as defined in Section 7 of this Agreement;
provided, however, that such benefits shall be reduced by any payment made
under Section 4 of this Agreement.


 


(c)                                  Upon
the occurrence of a Change in Control followed by Executive’s termination of
employment, as provided for in Section (b) of this Section 5,
the Company or Bank (as they shall determine) shall pay Executive, or in the
event of his subsequent death, his beneficiary or beneficiaries or his estate,
as the case may be, as severance pay, a sum equal to the greater of:  (i) the payments and benefits due for
the remaining term of the Agreement or (ii) three (3) times Executive’s
average Base Salary for the three (3) taxable years preceding the Change
in Control or (iii) three (3) times Executive’s Base Salary for the
most recent taxable year or portion thereof preceding the Change in
Control.  The benefit shall be payable in
one lump sum within 10 days of Executive’s last day of employment.


 


(d)                                 Upon
the occurrence of a Change in Control and Executive’s termination of employment
in connection therewith, the Bank and Company (as they shall determine) will
cause to be continued life, medical and dental coverage substantially identical
to the coverage maintained by the Bank for Executive and any of his dependents
covered under such plans immediately prior to the Change in Control. Such
coverage and payments shall cease upon the expiration of thirty-six (36) full
calendar months following the Date of Termination.  In the event Executive’s participation in any
such plan or program is barred, the Bank and/or Company (as they shall
determine) shall arrange to provide Executive and his dependents with benefits
substantially similar to those of which Executive and his dependents would
otherwise have been 


 


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entitled to receive under such plans and programs from which their
continued participation is barred or at the election of Executive, provide
their economic equivalent.


 


(e)                                  The
parties to this Agreement intend for the payments to satisfy the short-term
deferral exception under Section 409A of the Code or, in the case of
health and welfare benefits, not constitute deferred compensation (since such
amounts are not taxable to Executive). 
However, notwithstanding anything to the contrary in this Agreement, to
the extent payments do not meet the short-term deferral exception of Section 409A
of the Code and, in the event Executive is a “Specified Employee” (as defined
herein) no payment shall be made to Executive under this Agreement prior to the
first day of the seventh month following the Event of Termination in excess of
the “permitted amount” under Section 409A of the Code.  For these purposes the “permitted amount”
shall be an amount that does not exceed two times the lesser of: (A) the
sum of Executive’s annualized compensation based upon the annual rate of pay
for services provided to the Company for the calendar year preceding the year
in which Executive has an Event of Termination, or (B) the maximum amount
that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17)
of the Code for the calendar year in which occurs the Event of
Termination.  The payment of the “permitted
amount” shall be made within sixty (60) days of the occurrence of the Event of
Termination.  Any payment in excess of
the permitted amount shall be made to Executive on the first day of the seventh
month following the Event of Termination.  “Specified Employee” shall be interpreted to
comply with Section 409A of the Code and shall mean a key employee within
the meaning of Section 416(i) of the Code (without regard to
paragraph 5 thereof), but an individual shall be a “Specified Employee” only if
the Company is a publicly-traded institution or the subsidiary of a
publicly-traded holding company.


 


6.                                      Change
in Control Related Provisions.


 


Notwithstanding the provisions
of Section 5, in no event shall the aggregate payments or benefits to be
made or afforded to Executive under said sections (the “Termination Benefits”)
constitute an “excess parachute payment” under Section 280G of the
Internal Revenue Code of 1986 or any successor thereto, and in order to avoid
such a result, Termination Benefits will be reduced, if necessary, to an amount
(the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less
than an amount equal to the maximum amount allowable as a deduction by the Bank
or Company, as determined in accordance with said Section 280G.  The allocation of the reduction required
hereby among the Termination Benefits provided by Section 5 shall be
determined by Executive.


 


7.                                      Termination
for Cause.


 


The phrase termination for “Cause”
shall mean termination because of Executive’s personal dishonesty,
incompetence, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful
violation of any law, rule, regulation (other than traffic violations or
similar offenses), Executive’s breach of a final cease and desist order issued
by the Office of Thrift Supervision, the Securities and Exchange 


 


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Commission, or any regulatory
agency having jurisdiction over the Bank or Company, or material breach of any
provision of this Agreement.


 


8.                                      Notice.


 


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


 


(b)                                 “Date
of Termination” shall mean the date specified in the Notice of Termination.


 


(c)                                  If,
within thirty (30) days after any Notice of Termination (except for termination
for Cause) is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, except upon
the occurrence of a Change in Control and voluntary termination by Executive in
which case the Date of Termination shall be the date specified in the Notice,
the Date of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a binding
arbitration award or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal having
been perfected), and provided further that the Date of Termination shall be
extended by a notice of dispute only if such notice is given in good faith and
the party giving such notice pursues the resolution of such dispute with
reasonable diligence. Notwithstanding the pendency of any such dispute, the
Bank and Company (as they shall determine) will continue to pay Executive his
full compensation in effect when the notice giving rise to the dispute was
given (including, but not limited to, Base Salary) and continue him as a
participant in all compensation, benefit and insurance plans in which he was
participating when the notice of dispute was given, until the dispute is finally
resolved in accordance with this Agreement. Amounts paid pursuant to this
provision shall be in addition to all other amounts due under this Agreement
and shall not be offset against or reduce any other amounts due under this
Agreement.


 


9.                                      Post-Termination
Obligations.


 


All payments and benefits to
Executive under this Agreement shall be subject to Executive’s compliance with
this Section 9 for one (1) full year after the earlier of the
expiration of this Agreement or termination of Executive’s employment with the
Company. Executive shall, upon reasonable notice, furnish such information and
assistance to the Company and Bank as may reasonably be required by the Company
and Bank in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party.  Bank and Company (as they shall determine)
shall reimburse Executive all reasonable expenses, including costs, fees and
expenses for Executive’s counsel in complying with the provisions of this Section 9.


 


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10.                               Loyalty
and Confidentiality.


 


(a)                                  During the term of this Agreement
Executive:  (i) shall devote all his
time, attention, skill, and efforts to the faithful performance of his duties
hereunder; 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 which will not present any conflict of interest with
the Company and the Bank or any of their subsidiaries or affiliates,
unfavorably affect the performance of Executive’s duties pursuant to this
Agreement, or violate any applicable statute or regulation and (ii) shall
not engage in any business or activity contrary to the business affairs or
interests of the Company and the Bank.


 


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


 


(c)                                  Executive agrees to maintain the
confidentiality of any and all information concerning the operation or
financial status of the Company and the Bank; the names or addresses of any of
its borrowers, depositors and other customers; any information concerning or
obtained from such customers; and any other information concerning the Company
and the Bank to which he may be exposed during the course of his employment. The
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 shall he employ such
information in any way other than for the benefit of the Company and the Bank.


 


11.                               Death and
Disability.


 


(a)                                  Death. Notwithstanding any other provision of this
Agreement to the contrary, in the event of Executive’s death during the term of
this Agreement, the Bank or Company (as  they shall determine) shall immediately
pay his estate any salary and bonus accrued but unpaid as of the date of his
death, and, for a period of six (6) months after Executive’s death, the
Bank shall continue to provide his dependents’ medical insurance benefits
existing on the date of his death and shall pay Executive’s designated
beneficiary all compensation that would otherwise be payable to him pursuant to
Section 3(a) of this Agreement. This provision shall not negate any
rights Executive or his beneficiaries may have to death benefits under any
employee benefit plan of the Company or the Bank.


 


(b)                                 Disability.


 


(i)                                     The Bank or Company or Executive may
terminate Executive’s employment after having established Executive’s
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 that results in Executive becoming eligible for
long-term disability benefits under the Company’s or the Bank’s long-term disability
plan (or, if the Company or the Bank has no such plan in effect, that


 


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impairs
Executive’s ability to substantially perform his duties under this Agreement
for a period of one hundred eighty (180) consecutive days). The Boards of
Directors shall 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 they reasonably believe to be
relevant. As a condition to any benefits, the Boards of Directors may require
Executive to submit to such physical or mental evaluations and tests as it
deems reasonably appropriate.


 


(ii)           In the event of Disability, Executive’s obligation to perform services
under this Agreement will terminate. In the event of such termination,
Executive shall continue to receive two-thirds (66.667%) of his monthly Base
Salary (at the annual rate in effect on the Date of Termination) following
termination through the earlier of:  (A) the
date Executive returns to full-time employment at the Company or the Bank in
the same capacity as he was prior to his termination for Disability; (B) Executive’s
death; or (C) Executive’s attainment of age 65. Such payments shall be
reduced by the amount of any short- or long-term disability benefits payable to
Executive under any disability program sponsored by the Company or the Bank. In
addition, during any period of Executive’s Disability, Executive and his
dependents shall, to the greatest extent possible, continue to be covered under
all benefit plans (including, without limitation, retirement plans and medical,
dental and life insurance plans) of the Company or the Bank in which Executive
participated prior to the occurrence of Executive’s Disability, on the same
terms as if Executive were actively employed by the Bank or Company.


 


12.                               Source of
Payments.


 


All
payments provided for in this Agreement shall be timely paid in cash or check
from the general funds of the Bank. Company and Bank reserve the right to make
payments provided for in this Agreement from general funds of the Company.


 


13.                               Effect of
Prior Agreements and Existing Benefit Plans.


 


This
Agreement contains the entire understanding between the parties hereto and supersedes
any prior employment agreement between the Bank, Company or any predecessor of
the Bank, Company and Executive, except that this Agreement shall not affect or
operate to reduce any benefit or compensation inuring to Executive of a kind
elsewhere provided. No provision of this Agreement shall be interpreted to mean
that Executive is subject to receiving fewer benefits than those available to
him without reference to this Agreement.


 


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14.                               No Attachment.


 


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


 


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


 


15.                               Modification
and Waiver.


 


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


 


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


 


16.                               Severability.


 


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


 


17.                               Headings
for Reference Only.


 


The
headings of sections and Sections herein are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.


 


18.                               Governing
Law.


 


This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania
(without regard to principles of conflicts of law of that state).


 


19.                               Arbitration.


 


Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a panel of three (3) arbitrators
sitting in a location selected by Executive within fifty (50) miles from the
location of the Bank, in


 


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accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator’s award in any court having jurisdiction; provided, however,
that Executive shall be entitled to seek specific performance of his right to
be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.


 


In
the event any dispute or controversy arising under or in connection with
Executive’s termination is resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to the payment of all
back-pay, including salary, bonuses and any other cash compensation, fringe
benefits and any compensation and benefits due Executive under this Agreement.


 


20.                               Payment of
Legal Fees.


 


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


 


21.                               Indemnification.


 


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


 


22.                               Successor
to the Company.


 


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


 


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23.                               Required
Provisions.


 


In
the event any of the foregoing provisions of this Section 23 are in
conflict with the terms of this Agreement, this Section 23 shall prevail.


 


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


 


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


 


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


 


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


 


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


 


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


 


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IN
WITNESS WHEREOF, Fox Chase Bancorp, Inc. and Fox Chase Bank have caused
this Agreement to be executed and its seal to be affixed hereunto by their duly
authorized officer and Executive has signed this Agreement, on the 23 day of October,
2008.


 


 


	
  ATTEST:

  	
   

  	
  FOX CHASE
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jerry D.
  Holbrook

  	
   

  	
  By:

  	
  /s/ Richard
  E. Bauer

  
	
   

  	
   

  	
   

  	
  For the Entire Board of
  Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  FOX CHASE
  BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jerry D.
  Holbrook

  	
   

  	
  By:

  	
  /s/ Richard
  E. Bauer

  
	
   

  	
   

  	
   

  	
  For the Entire Board of
  Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jerry D.
  Holbrook

  	
   

  	
  /s/ Thomas
  M. Petro

  
	
   

  	
   

  	
    Thomas M. Petro

  



 


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