ex10-5.htm


    EXHIBIT
      10.6

     

    
      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      THIS
        AGREEMENT, made and entered into as of January 20, 2005 (the “Effective
        Date”), by and among Royal Financial, Inc. (hereinafter referred to as
“Royal Financial”), Royal Savings Bank (the “Bank” and together
        with Royal Financial, hereinafter the “Employer”), and Andrew Morua
        (hereinafter called the “Executive”).

       

      W
        I T
        N E S S E T H  T H A T:

       

      WHEREAS,
        the Employer desires to continue to employ the Executive as Senior
        Vice
        President – Loans, and the Executive desires to continue in such
        employment;

       

      NOW,
        THEREFORE, in consideration of the mutual promises herein contained and subject
        to the conditions precedent set forth herein, the parties agree as
        follows:

       

      1.           Employment
        and Term.

       

      (a)           Employment.  Royal
        Financial shall, and shall cause the Bank to, employ the Executive as the
        Senior
        Vice President – Loans and Secretary of the Company and the Bank, and the
        Executive shall so serve, for the term set forth in
        Paragraph 1(b).

       

      (b)           Term.  The
        Executive’s employment under this Agreement shall commence on the Effective Date
        and extend through January 20, 2007, subject to the extension of such term
        as hereinafter provided and subject to earlier termination as provided in
        Paragraph 7.  The term of this Agreement shall automatically be
        extended for an additional year as of January 20,
        2007 and each anniversary date thereof unless, no later than ninety (90)
        days
        prior to any such renewal date, either the board of directors of Royal Financial
        (the “Board”), or a duly authorized committee thereof, on behalf of the
        Employer, or the Executive gives written notice to the other, in accordance
        with
        Paragraph 14, that the term of this Agreement shall not be so
        extended.

       

      2.           Duties
        and Responsibilities.

       

      (a)           The
        duties and responsibilities of the Executive shall be of an executive nature
        as
        shall be required by the Employer in the conduct of its business.  The
        Executive’s powers and authority shall be as prescribed by the by-laws of the
        Employer, if applicable, and shall include all those presently delegated
        to the
        Executive, together with the performance of such other duties and
        responsibilities as the Chief Executive Officer of the Employer may from
        time to
        time assign to the Executive not inconsistent with the Executive’s position(s)
        with the Employer.  The Executive recognizes, that during the period
        of the Executive’s employment hereunder, the Executive owes an undivided duty of
        loyalty to the Employer, and agrees to devote the Executive’s entire business
        time and attention to the performance of said duties and responsibilities
        and to
        use the Executive’s best efforts to promote and develop the business of the
        Employer.  Recognizing and acknowledging that it is essential for the
        protection and enhancement of the name and business of the Employer and the
        goodwill pertaining thereto, the Executive shall perform his duties under
        this
        Agreement professionally, in accordance with the

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      applicable
        laws, rules and regulations and such standards, policies and procedures
        established by the Employer and the industry from time to time.  The
        Executive will not perform any duties for any other business without the
        prior
        written consent of the Employer, but may engage in charitable, civic or
        community activities, provided that such duties or activities do not materially
        interfere with the proper performance of the Executive’s duties under this
        Agreement.

       

      (b)           Notwithstanding
        that this Agreement provides for the employment of the Executive in the
        Executive’s capacity as Senior Vice President – Loans and Secretary of the
        Company and the Bank, nothing herein contained shall assure the Executive
        of,
        nor in any manner shall be construed to constitute an agreement by the Employer
        to the, continued employment of the Executive after the expiration or
        termination of this Agreement in such capacity or in any other
        capacity.

       

      3.           Base
        Salary.  For services performed by the Executive for the Employer
        pursuant to this Agreement during the period of employment as provided in
        Paragraph 1(b) hereof, the Employer shall pay the Executive a base salary
        at the rate of ninety-eight thousand eight hundred eighty dollars ($98,880)
        per
        year, payable in substantially equal installments in accordance with the
        Employer’s regular payroll practices.  The Executive’s base salary
        (with any increases under this Paragraph 3) shall not be subject to reduction
        without the Executive’s written consent.  Any compensation which may
        be paid to the Executive under any additional compensation or incentive plan
        of
        the Employer or which may be otherwise authorized from time to time by the
        Board
        (or an appropriate committee thereof) shall be in addition to the base salary
        to
        which the Executive shall be entitled under this
        Agreement.  Executive’s base salary shall be subject to review from
        time to time, and the Employer may (but is not required to) increase the
        base
        salary as the Board, in its discretion, may determine.

       

      4.           Annual
        Bonuses.  For each fiscal year during the term of employment, the
        Executive shall be eligible to receive a bonus in the amount, if any, as
        may be
        determined from time to time by the Board in its discretion.

       

      5.           Equity
        Incentive Compensation.  During the term of employment hereunder,
        the Executive shall be eligible to participate in any equity-based incentive
        compensation plan or program adopted by the Employer.

       

      6.           Other
        Benefits.  In addition to the compensation described in
        Paragraphs 3, 4 and 5, above, the Executive shall also be entitled to the
        following:

       

      (a)           Participation
        in Benefit Plans.  The Executive shall be entitled to participate
        in such life insurance, disability, medical, dental, pension, profit sharing
        and
        retirement plans and other programs as may be made generally available from
        time
        to time by the Employer for the benefit of executives of the Executive’s level
        or its employees generally.

       

      (b)           Vacation.  The
        Executive shall be entitled to such number of days of vacation with pay during
        each calendar year during the period of employment in accordance with the
        Employer’s applicable personnel policy as in effect from time to
        time.

       

      (c)           Executive
        Perquisites.  The Employer shall furnish Executive with such
        perquisites as are provided from time to time by the Employer to its officers
        generally and are

       

      
        
          
          

        

        
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      suitable
        to the Executive’s position, adequate for the performance of the Executive’s
        duties hereunder, and reasonable in the circumstances.

       

      (d)           Expense
        Reimbursement.  The Employer shall reimburse the Executive for all
        reasonable expenses incurred by the Executive in performing services hereunder,
        which are incurred and accounted for in accordance with the Employer’s policies
        and procedures applicable thereto.

       

      7.           Termination.  Unless
        earlier terminated in accordance with the following provisions of this
        Paragraph 7, the Employer shall continue to employ the Executive and the
        Executive shall remain employed by the Employer during the entire term of
        this
        Agreement as set forth in Paragraph 1(b).  Paragraph 8
        hereof sets forth certain obligations of the Employer in the event that the
        Executive’s employment hereunder is terminated.  Certain capitalized
        terms used in this Paragraph 7 and in Paragraph 8 hereof are defined
        in Paragraph 7(d), below.  In the event of termination of the
        Executive’s employment with the Employer for any reason, or if the Executive is
        required by the Board, the Executive agrees to resign, and shall automatically
        be deemed to have resigned, from any offices (including any directorship)
        the
        Executive holds with the Employer and/or any of its affiliates effective
        as of
        the termination date of the Executive’s employment hereunder, or, if applicable,
        effective as of a date selected by the Board; provided, however, that the
        foregoing resignation shall not prejudice or otherwise affect the Executive’s
        rights and obligations, if any, under this Agreement.

       

      (a)           Death
        or Disability.  Except to the extent otherwise provided in
        Paragraphs 8, 11 and 12 with respect to death benefits and certain
        post-Date of Termination obligations of the parties, this Agreement shall
        terminate immediately as of the Date of Termination in the event of the
        Executive’s death or in the event that the Executive becomes Disabled (as
        hereinafter defined).  The Board shall promptly give the Executive
        written notice of any such determination of the Executive’s Disability and of
        any decision of the Board to terminate the Executive’s employment by reason
        thereof.  In the event of Disability, until the Date of Termination,
        the base salary payable to the Executive under Paragraph 3 hereof shall be
        reduced dollar-for-dollar by the amount of disability benefits, if any, paid
        to
        the Executive in accordance with any disability policy or program of the
        Employer.

       

      (b)           Discharge
        for Cause.  In accordance with the procedures hereinafter set
        forth, the Board may discharge the Executive from the Executive’s employment
        hereunder for Cause (as hereinafter defined). Except to the extent otherwise
        provided in Paragraphs 8, 11 and 12 with respect to certain post-Date
        of Termination obligations of the parties, this Agreement shall terminate
        immediately as of the Date of Termination in the event the Executive is
        discharged for Cause.  Any discharge of the Executive for Cause shall
        be communicated by a Notice of Termination to the Executive given in accordance
        with Paragraph 14 of this Agreement.

       

      (c)           Termination
        for Other Reasons.  The Employer may discharge the Executive
        without Cause by giving written notice to the Executive in accordance with
        Paragraph 14.  The Executive may resign from the Executive’s
        employment with or without Good Reason, without liability to the Employer,
        by
        giving written notice to the Employer in accordance with Paragraph 14 at
        least thirty (30) days prior to the Date of Termination;
        provided,

       

      
        
          
          

        

        
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      however,
        that no resignation shall be treated as a resignation for Good Reason unless
        the
        written notice thereof is given within sixty (60) days after the occurrence
        which constitutes “Good Reason” or during the ninety (90) day period
        described in the final sentence of Paragraph 7(d)(vi); provided, further,
        that the Employer retains the right after proper notice of the Executive’s
        voluntary termination to require the Executive to cease the Executive’s
        employment immediately.  Except to the extent otherwise provided in
        Paragraphs 8, 11 and 12 with respect to certain post-Date of Termination
        obligations of the parties, this Agreement shall terminate immediately as
        of the
        Date of Termination in the event the Executive is discharged without Cause
        or
        resigns for any reason or no reason.

       

      (d)           Definitions.  For
        purposes of this Agreement, the following capitalized terms shall have the
        meanings set forth below:

       

      (i)           “Accrued
        Obligations” shall mean, as of the Date of Termination, the sum of
        (A) the Executive’s base salary under Paragraph 3 through the Date of
        Termination to the extent not theretofore paid, (B) the amount of any
        deferred compensation and other cash compensation accrued by the Executive
        as of
        the Date of Termination to the extent not theretofore paid, (C) any
        vacation pay, expense reimbursements and other cash entitlements accrued
        by the
        Executive as of the Date of Termination to the extent not theretofore paid,
        (D) any grants and awards vested or accrued under any equity-based
        incentive compensation plan or program and (E) all other benefits which
        have accrued as of the Date of Termination.  For the purpose of this
        Paragraph 7(d)(i), except as provided in the applicable plan, program or
        policy, amounts shall be deemed to accrue ratably over the period during
        which
        they are earned, but no discretionary compensation shall be deemed earned
        or
        accrued until it is specifically approved by the Board in accordance with
        the
        applicable plan, program or policy.

       

      (ii)           “Cause”
        shall mean (A) the Executive’s willful and continued (for a period of not
        less than ten (10) business days after written notice thereof) failure to
        perform substantially the duties of his employment (other than as a result
        of
        physical or mental incapacity, or while on vacation); or (B) the
        Executive’s engaging in illegal conduct or gross misconduct which is materially
        and demonstrably injurious to the Employer; or (C) the Executive’s
        conviction of a felony involving moral turpitude; provided, however, that
        no act
        or omission by the Executive shall constitute Cause hereunder unless the
        Employer has given detailed written notice thereof to the Executive, and
        the
        Executive has failed to remedy such act or omission.

       

      (iii)           “Change
        in Control” shall mean the occurrence of any one of the following
        events:

       

      (A)           Any
        “person” (as such term is used in Sections 13(d) and 14(d) of the
        Securities Exchange Act of 1934, as amended), other than (i) a trustee or
        other fiduciary holding securities under an employee benefit plan of Royal
        Financial or any of its subsidiaries, or (ii) a corporation owned directly
        or indirectly by the stockholders of Royal Financial in substantially the
        same
        proportions as their ownership of stock of Royal Financial, is or becomes
        the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly
        or

       

      
        
          
          

        

        
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        indirectly,
          of securities of Royal Financial representing 25% or more of the total
          voting
          power of the then outstanding shares of capital stock of Royal Financial
          entitled to vote generally in the election of directors (the “Voting
          Stock”), provided, however, that the following shall not constitute a change
          in control:  (1) such person becomes a beneficial owner of 25% or
          more of the Voting Stock as the result of an acquisition of such Voting
          Stock
          directly from Royal Financial, or (2) such person becomes a beneficial
          owner of 25% or more of the Voting Stock as a result of the decrease in
          the
          number of outstanding shares of Voting Stock caused by the repurchase of
          shares
          by Royal Financial, or

      

       

      (B)           During
        any period of two consecutive years, individuals (the “Incumbent Board”),
        who at the beginning of such period constitute the Board, and any new director,
        whose election by the Board or nomination for election by Royal Financial’s
        stockholders was approved by a vote of at least two-thirds (2/3) of the
        directors then still in office who either were directors at the beginning
        of the
        period or whose election or nomination for election was previously so approved,
        cease for any reason to constitute a majority thereof, or

       

      (C)           Consummation
        of a reorganization, merger or consolidation or the sale or other disposition
        of
        all or substantially all of the assets of Royal Financial (a “Business
        Combination”), in each case, unless (1) all or substantially all of the
        individuals and entities who were the beneficial owners, respectively, of
        the
        Voting Stock immediately prior to such Business Combination beneficially
        own,
        directly or indirectly, more than 50% of the total voting power represented
        by
        the voting securities entitled to vote generally in the election of directors
        of
        the corporation resulting from the Business Combination (including, without
        limitation, a corporation which as a result of the Business Combination owns
        Royal Financial or all or substantially all of Royal Financial’s assets either
        directly or through one or more subsidiaries) in substantially the same
        proportions as their ownership, immediately prior to the Business Combination
        of
        the Voting Stock of Royal Financial, and (2) at least a majority of the
        members of the board of directors of the corporation resulting from the Business
        Combination were members of the Incumbent Board at the time of the execution
        of
        the initial agreement, or action of the Incumbent Board, providing for such
        Business Combination; or

       

      (D)           Approval
        by the stockholders of Royal Financial of a plan of complete liquidation
        or
        dissolution of Royal Financial.

       

      The
        Board
        has final authority to construe and interpret the provisions of the foregoing
        Paragraphs (A), (B), (C) and (D) and to determine the exact date on which a
        Change in Control has been deemed to have occurred thereunder.

       

      (iv)           “Date
        of Termination” shall mean (A) in the event of a discharge of the
        Executive for or without Cause, the date the Executive receives a Notice
        of
        Termination, or any later date specified in such Notice of Termination, as
        the
        case may be, (B) in the event of a resignation by the Executive, the date
        specified in the written

       

      
        
          
          

        

        
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        notice
          to
          the Employer, which date shall be no less than thirty (30) days from the
          date of such written notice (or such earlier date as the Employer may elect
          in
          its sole discretion), (C) in the event of the Executive’s death, the date
          of the Executive’s death, and (D) in the event of termination of the
          Executive’s employment by reason of Disability pursuant to Paragraph 7(a),
          the date the Executive receives written notice of such
          termination.

      

       

      (v)           “Disabled”
        and “Disability” shall mean that the Executive will be deemed to be
        disabled upon the earlier of (i) the end of a six (6) consecutive month
        period, or an aggregate period of nine (9) months out of any consecutive
        twelve (12) months, during which, by reason of physical or mental injury or
        disease, the Executive has been unable to perform substantially all of the
        Executive’s usual and customary duties under this Agreement or (ii) the
        date that a reputable physician selected by the Board, and as to whom the
        Executive has no reasonable objection, determines in writing that the Executive
        will, by reason of physical or mental injury or disease, be unable to perform
        substantially all of the Executive’s usual and customary duties under this
        Agreement for a period of at least six (6) consecutive
        months.  If any question arises as to whether the Executive is
        Disabled, upon reasonable request therefore by the Board, the Executive shall
        submit to a reasonable medical examination for the purpose of determining
        the
        existence, nature and extent of any such disability.

       

      (vi)           “Good
        Reason” shall mean the occurrence, other than in connection with a
        discharge, of any of the following without the Executive’s
        consent:  (A) the Executive is not re-elected or is removed from
        the positions with the Employer set forth in Paragraph 1(a), other than as
        a result of the Executive’s election or appointment to positions of equal or
        superior scope and responsibility; or (B) the Executive shall fail to be
        vested by the Employer with the power and authority of any of said positions,
        excluding for this purpose any isolated action not taken in bad faith and
        which
        is remedied by the Employer promptly after receipt of written notice thereof
        given by the Executive in accordance with Paragraph 14; or (C) any
        failure by the Employer to materially comply with any of the provisions of
        this
        Agreement, other than any isolated, insubstantial and inadvertent failure
        not
        occurring in bad faith and which is remedied by the Employer promptly after
        receipt of written notice thereof given by the Executive in accordance with
        Paragraph 14; or (D) the Employer requiring the Executive to be based
        at an office or location which is more than twenty (20) miles from any
        location of Royal Financial, the Bank or any of their subsidiaries as of
        the
        Effective Date or any renewal date of the extended term of this
        Agreement.  In addition, any termination by the Executive during the
        ninety (90) day period beginning on the first anniversary of the date of a
        Change in Control shall be deemed to be for “Good Reason.”

       

      (vii)           “Notice
        of Termination” shall mean a written notice which (A) indicates the
        specific termination provision in this Agreement relied upon, (B) sets
        forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for termination of the Executive’s employment under the provision so
        indicated and (C) if the Date of Termination is to be other than the date
        of receipt of such notice or the date otherwise specified under this Agreement,
        specifies the termination date.

       

      
        
          
          

        

        
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      8.           Obligations
        of the Employer Upon Termination.  The following provisions
        describe the obligations of the Employer to the Executive under this Agreement
        upon termination of employment.  However, except as explicitly
        provided in this Agreement, nothing in this Agreement shall limit or otherwise
        adversely affect any rights which the Executive may have under applicable
        law,
        under any other agreement with the Employer or any of its affiliates or
        subsidiaries, or under any compensation or benefit plan, program, policy
        or
        practice of the Employer or any of its affiliates or subsidiaries.

       

      (a)           Death,
        Disability, Discharge for Cause, or Resignation without Good
        Reason.  In the event this Agreement terminates pursuant to
        Paragraph 7(a) by reason of the death or Disability of the Executive,
        pursuant to Paragraph 7(b) by reason of the discharge of the Executive by
        the Employer for Cause, or pursuant to Paragraph 7(c) by reason of the
        resignation of the Executive other than for Good Reason, the Employer shall
        pay
        to the Executive, or the Executive’s heirs or estate in the event of the
        Executive’s death, all Accrued Obligations in a lump sum in cash within thirty
        (30) days after the Date of Termination; provided, however, that any
        portion of the Accrued Obligations which consists of bonus, deferred
        compensation, incentive compensation, insurance benefits or other employee
        benefits shall be determined and paid in accordance with the terms of the
        relevant plan or policy as applicable to the Executive.

       

      (b)           Discharge
        without Cause or Resignation with Good Reason.  In the event that
        this Agreement terminates pursuant to Paragraph 7(c) by reason of the
        discharge of the Executive by the Employer other than for Cause, death or
        Disability or by reason of the resignation of the Executive for Good
        Reason:

       

      (i)           The
        Employer shall pay all Accrued Obligations to the Executive in a lump sum
        in
        cash within thirty (30) days after the Date of Termination; provided,
        however, that any portion of the Accrued Obligations which consists of bonus,
        deferred compensation, incentive compensation, insurance benefits or other
        employee benefits shall be determined and paid in accordance with the terms
        of
        the relevant plan or policy as applicable to the Executive;

       

      (ii)           Within
        thirty (30) days after the Date of Termination, the Employer shall pay to
        the Executive a bonus for the year during which termination occurs, calculated
        as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
        on the number of days elapsed during the year through the Date of
        Termination;

       

      (iii)           Severance
        payments equal to one hundred percent (100%) of the sum of (A) the
        Executive’s then-current annual base salary, plus (B) the average of the
        sum of the bonus amounts earned by the Executive with respect to the three
        (3) calendar years (or such fewer number of years as Executive has been
        employed) immediately preceding the calendar year in which the Executive’s Date
        of Termination occurs, payable in substantially equal monthly installments
        for a
        period of twelve (12) months (the “Severance Period”) in accordance
        with the Employer’s regular payroll practices; and

       

      
        
          
          

        

        
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      (iv)           Continuation
        for the Severance Period of the Executive’s right to maintain COBRA continuation
        coverage under the applicable plans at premium rates on the same “cost-sharing”
basis as the applicable premiums paid for such coverage by active employees
        as
        of the Date of Termination.

       

      (c)           Effect
        of Change in Control.  In the event that a Change in Control
        occurs and this Agreement thereafter terminates pursuant to Paragraph 7(c)
        by reason of the discharge of the Executive by the Employer other than for
        Cause, death or Disability, or by reason of the resignation of the Executive
        for
        Good Reason:

       

      (i)           The
        Employer shall pay all Accrued Obligations to the Executive in a lump sum
        in
        cash within thirty (30) days after the Date of Termination; provided,
        however, that any portion of the Accrued Obligations which consists of bonus,
        deferred compensation, incentive compensation, insurance benefits or other
        employee benefits shall be determined and paid in accordance with the terms
        of
        the relevant plan or policy as applicable to the Executive;

       

      (ii)           Within
        thirty (30) days after the Date of Termination, the Employer shall pay to
        the Executive a bonus for the year during which termination occurs, calculated
        as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
        on the number of days elapsed during the year through the Date of
        Termination;

       

      (iii)           The
        Employer shall pay the Executive a lump sum payment within thirty (30) days
        after such termination of employment in the amount of two (2) times the sum
        of
        the following:

       

      (A)           the
        amount of the Executive’s annual base salary determined as of the Date of
        Termination, or the date immediately preceding the date of the Change in
        Control, whichever is greater; plus

       

      (B)           the
        greater of (A) the Executive’s bonus amount, if any, for the calendar year
        immediately preceding that in which the Date of Termination occurs, or
        (B) the average of the sum of the bonus amounts earned by the Executive
        with respect to the three (3) calendar years (or such fewer number of years
        as Executive has been employed) immediately preceding the calendar year in
        which
        the Executive’s Date of Termination occurs, or if such sum would be greater,
        with respect to the three (3) calendar years immediately preceding the
        calendar year of the date of the Change in Control; plus

       

      (C)           the
        sum of:

       

      (I)           the
        annual value of the contributions that would have been expected to be made
        or
        credited by the Employer to, and benefits expected to be accrued under, the
        qualified and non-qualified employee profit sharing, 401(k), pension and
        any
        other benefit plans maintained by the Employer to or for the benefit of the
        Executive; plus

       

      
        
          
          

        

        
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      (II)           the
        annual value of the Other Benefits described in Paragraph 6(a) and (c)
        above.

       

      Notwithstanding
        the foregoing, if a Change in Control occurs and this Agreement is terminated
        prior to the Change in Control pursuant to Paragraph 7(c) by reason of the
        discharge of the Executive by the Employer other than for Cause, death or
        Disability or by reason of the resignation of the Executive for Good Reason,
        then the Executive shall be deemed for purposes of this Paragraph 8(c) to
        have so terminated pursuant to Paragraph 7(c) immediately following the
        date the Change in Control occurs if it is reasonably demonstrated by the
        Executive that such earlier termination was (i) at the request of a third
        party who had taken steps reasonably calculated to effect the Change in Control,
        or (ii) otherwise arose, or the circumstances that precipitated the
        termination otherwise arose, in connection with or in anticipation of the
        Change
        in Control.

       

      (d)           Effect
        on Other Amounts.  The payments provided for in this
        Paragraph 8 shall be in addition to all other sums then payable and owing
        to the Executive, shall be subject to applicable federal and state income
        and
        other withholding taxes and shall be in full settlement and satisfaction
        of all
        of the Executive’s claims and demands.  Upon such termination of this
        Agreement, the Employer shall have no rights or obligations under this
        Agreement, other than its obligations under this Paragraph 8, and the
        Executive shall have no rights and obligations under this Agreement, other
        than
        the Executive’s obligations under Paragraphs 11 and 12 hereof (to the
        extent applicable); provided, however, termination of this Agreement shall
        not
        terminate the obligation of the Executive to pay to the Employer any amounts
        for
        which the Executive may be liable to the Employer under any provision of
        the
        Sarbanes-Oxley Act of 2002 (including, without limitation, Section 304 of
        such
        Act), or any rules and regulations promulgated thereunder, as amended from
        time
        to time.

       

      (e)           Conditions.  Any
        payments or benefits made or provided pursuant to this Paragraph 8 are
        subject to the Executive’s:

       

      (i)           compliance
        with the provisions of Paragraphs 11 and 12 hereof (to the extent
        applicable);

       

      (ii)           delivery
        to the Employer of an executed Release and Severance Agreement, which shall
        be
        substantially in the form attached hereto as Exhibit A, with such changes
        therein or additions thereto as needed under then applicable law to give
        effect
        to its intent and purpose; and

       

      (iii)           delivery
        to the Employer of a resignation from all offices, directorships and fiduciary
        positions with the Employer, its affiliates and employee benefit
        plans.

       

      Notwithstanding
        the due date of any post-employment payments, any amounts due under this
        Paragraph 8 shall not be due until after the expiration of any revocation
        period applicable to the Release and Severance Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      9.           Certain
        Additional Payments by the Employer.

       

      (a)           Anything
        in this Agreement to the contrary notwithstanding, in the event it shall
        be
        determined that any payment or distribution by the Employer to or for the
        benefit of the Executive (whether paid or payable or distributed or
        distributable pursuant to the terms of this Agreement or otherwise, but
        determined without regard to any additional payments required under this
        Paragraph 9) (a “Payment”) would be subject to the excise tax imposed by
        Section 4999 of the Internal Revenue Code of 1986, as amended, (the “Code”)
        or if any interest or penalties are incurred by the Executive with respect
        to
        such excise tax (such excise tax, together with any such interest and penalties,
        being hereinafter collectively referred to as the “Excise Tax”), then the amount
        of the Payment payable to the Executive shall be reduced (a “Reduction”) to the
        extent necessary so that no portion of such Payment is subject to the Excise
        Tax.

       

      (b)           All
        determinations required to be made under this Paragraph 9 and the
        assumptions to be utilized in arriving at such determination, shall be made
        by
        the independent public accountants then regularly retained by the Employer
        (the
“Accounting Firm”) in consultation with counsel acceptable to Executive, which
        shall promptly provide detailed supporting calculations both to the Employer
        and
        the Executive following any determination that a Reduction is
        necessary.  In the event that the Accounting Firm is serving as
        accountant or auditor for the individual, entity or group effecting a Change
        in
        Control, the Executive shall appoint another nationally recognized accounting
        firm to make the determinations required hereunder (which accounting firm
        shall
        then be referred to as the Accounting Firm hereunder) in consultation with
        counsel acceptable to Executive.  All fees and expenses of the
        Accounting Firm and such counsel shall be borne solely by the
        Employer.  Any good faith determination by the Accounting Firm shall
        be binding upon the Employer and the Executive.

       

      10.           Enforcement.  In
        the event the Employer shall fail to pay any amounts due to the Executive
        under
        this Agreement as they come due, the Employer agrees to pay interest on such
        amounts at a rate equal to the prime rate plus four percent (4%) per annum
        (as
        from time to time published in The Wall Street Journal (Midwest
        Edition)).  The Employer agrees that Executive and any successor
        shall be entitled to recover all costs of successfully enforcing any provision
        of this Agreement, including reasonable attorneys fees and costs of litigation,
        if Executive is the prevailing party.

       

      11.           Confidential
        Information.

       

      The
        Executive shall not at any time
        during or following the Executive’s employment with the Employer, directly or
        indirectly, disclose or use on the Executive’s behalf or another’s behalf,
        publish or communicate, except in the course of the Executive’s employment and
        in the pursuit of the business of the Employer or any of its subsidiaries
        or
        affiliates, any proprietary information or data of the Employer or any of
        its
        subsidiaries or affiliates, which is not generally known to the public or
        which
        could not be recreated through public means and which the Employer may
        reasonably regard as confidential and proprietary.  The Executive
        recognizes and acknowledges that all knowledge and information which the
        Executive has or may acquire in the course of the Executive’s employment, such
        as, but not limited to the business, developments, procedures, techniques,
        activities or services of the Employer or the

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

        business
          affairs and activities of any customer, prospective customer, individual
          firm or
          entity doing business with the Employer are its sole valuable property,
          and
          shall be held by Executive in confidence and in trust for their sole
          benefit.  All records of every nature and description which come into
          the Executive’s possession, whether prepared by the Executive, or otherwise,
          shall remain the sole property of the Employer and upon termination of
          the
          Executive’s employment for any reason, said records shall be left with the
          Employer as part of its property.

      

       

      12.           Non-Competition;
        Non-Solicitation.  The Executive acknowledges that the Employer
        and its affiliates and subsidiaries by nature of their respective businesses
        have a legitimate and protectable interest in their clients, customers and
        employees with whom they have established significant relationships as a
        result
        of a substantial investment of time and money, and but for the Executive’s
        employment hereunder, the Executive would not have had contact with such
        clients, customers and employees.  The Executive agrees that during
        the period of the Executive’s employment with the Employer and for a period of
        one (1) year after termination of the Executive’s employment for any reason (the
“Non-Compete Period”), the Executive will not (except in the Executive’s
        capacity as an employee of the Employer) directly or indirectly, for the
        Executive’s own account, or as an agent, employee, director, owner, partner, or
        consultant of any corporation, firm, partnership, joint venture, syndicate,
        sole
        proprietorship or other entity which has a place of business (whether as
        a
        principal, division, subsidiary, affiliate, related entity, or otherwise)
        located within the Market Area (as hereinafter defined):

       

      (a)           engage,
        directly or indirectly, in any business that provides banking products or
        services or that otherwise competes in any way with the Employer or any of
        its
        subsidiaries or affiliates;

       

      (b)           solicit
        or induce, or attempt to solicit or induce any client or customer of the
        Employer or any of its subsidiaries or affiliates not to do business with
        the
        Employer or any of its subsidiaries or affiliates; or

       

      (c)           solicit
        or induce, or attempt to solicit or induce, any employee or agent of the
        Employer or any of its subsidiaries or affiliates to terminate his or her
        relationship with the Employer or any of its subsidiaries or
        affiliates.

       

      For
        purposes of this Agreement, “Market Area” shall be an area encompassed
        within a twenty (20) mile radius surrounding any location of Royal
        Financial, the Bank or any of their subsidiaries as of the Date of Termination
        of employment.

       

      The
        foregoing provisions shall not be deemed to prohibit (i) the Executive’s
        ownership, not to exceed five percent (5%) of the outstanding shares, of
        capital
        stock of any corporation whose securities are publicly traded on a national
        or
        regional securities exchange or in the over-the-counter market or (ii) the
        Executive serving as a director of other corporations and entities to the
        extent
        these directorships do not inhibit the performance of the Executive’s duties
        hereunder or conflict with the business of the Employer.

       

      13.           Remedies.

       

      (a)           The
        Executive acknowledges that the restraints and agreements herein provided
        are
        fair and reasonable, that enforcement of the provisions of Paragraphs 11
        and 12 will

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

        not
          cause
          the Executive undue hardship and that said provisions are reasonably necessary
          and commensurate with the need to protect the Employer and its legitimate
          and
          proprietary business interests and property from irreparable
          harm.  The Executive acknowledges and agrees that (a) a breach of
          any of the covenants and provisions contained in Paragraphs 11 or 12 above,
          will result in irreparable harm to the business of the Employer, (b) a
          remedy at law in the form of monetary damages for any breach by the Executive
          of
          any of the covenants and provisions contained in Paragraphs 11 and 12 is
          inadequate, (c) in addition to any remedy at law or equity for such breach,
          the Employer shall be entitled to institute and maintain appropriate proceedings
          in equity, including a suit for injunction to enforce the specific performance
          by Executive of the obligations hereunder and to enjoin Executive from
          engaging
          in any activity in violation hereof and (d) the covenants on the
          Executive’s part contained in Paragraphs 11 and 12, shall be construed as
          agreements independent of any other provisions in this Agreement, and the
          existence of any claim, setoff or cause of action by the Executive against
          the
          Employer, whether predicated on this Agreement or otherwise, shall not
          constitute a defense or bar to the specific enforcement by the Employer
          of said
          covenants.  In the event of a breach or a violation by the Executive
          of any of the covenants and provisions of this Agreement, the running of
          the
          Non-Compete Period (but not of Executive’s obligation thereunder) shall be
          tolled during the period of the continuance of any actual breach or
          violation.

      

       

      (b)           The
        parties hereto agree that the covenants set forth in Paragraphs 11 and 12
        are reasonable with respect to their duration, geographical area and
        scope.  If the final judgment of a court of competent jurisdiction
        declares that any term or provision of Paragraph 11 or 12 is invalid or
        unenforceable, the parties agree that the court making the determination
        of
        invalidity or unenforceability shall have the power to reduce the scope,
        duration, or area of the term or provision, to delete specific words or phrases,
        or to replace any invalid or unenforceable term or provision with a term
        or
        provision that is valid and enforceable and that comes closest to expressing
        the
        intention of the invalid or unenforceable term or provision, and this Agreement
        shall be enforceable as so modified after the expiration of the time within
        which the judgment may be appealed.

       

      14.           Notices.  Any
        notice or other communication required or permitted to be given hereunder
        shall
        be determined to have been duly given to any party (a) upon delivery to the
        address of such party specified below if delivered personally or by courier;
        (b) upon dispatch if transmitted by telecopy or other means of facsimile,
        provided a copy thereof is also sent by regular mail or courier; (c) within
        forty-eight (48) hours after deposit thereof in the U.S. mail, postage
        prepaid, for delivery as certified mail, return receipt requested; or
        (d) within twenty-four (24) hours after deposit thereof with a reputable
        overnight courier (charges prepaid), addressed, in any case to the party
        at the
        following address(es) or telecopy numbers:

       

      (a)           If
        to Executive, at the address set forth on the signature
        page hereof.

       

      (b)           If
        to the Employer:

       

      Royal
        Financial, Inc.

      Royal
        Savings Bank

      9226
        S.
        Commercial Avenue

      Chicago,
        IL  60617

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      Attn:
        Chief Executive Officer

      Telecopy
        No.:  (773) 768-4747

       

      


       

      with
        a
        copy to:

       

      


       

      Vedder,
        Price, Kaufman & Kammholz, P.C.

      222
        North
        LaSalle Street

      Chicago,
        Illinois  60601-1003

      Attn:  Daniel
        C. McKay, II

      Telecopy
        No.:  (312) 609-5005

       

      or
        to
        such other address(es) or telecopy number(s) as any party may designate by
        written notice in the aforesaid manner.

       

      15.           Full
        Settlement; No Mitigation.  The Employer’s obligation to make the
        payments and provide the benefits provided for in this Agreement and otherwise
        to perform its obligations hereunder shall not be affected by any set-off,
        counterclaim, recoupment, defense or other claim, right or action which the
        Employer may have against the Executive or others.  In no event shall
        the Executive be obligated to seek other employment or take any other action
        by
        way of mitigation of the amounts payable to the Executive under any of the
        provisions of this Agreement, and such amounts shall not be reduced whether
        or
        not the Executive obtains other employment.

       

      16.           Payment
        in the Event of Death.  In the event payment is due and owing by
        the Employer to the Executive under this Agreement upon the death of the
        Executive, payment shall be made to such beneficiary as the Executive may
        designate in writing, or failing such designation, then the executor of the
        Executive’s estate, in full settlement and satisfaction of all claims and
        demands on behalf of the Executive, shall be entitled to receive all amounts
        owing to the Executive at the time of the Executive’s death under this
        Agreement.  Such payments shall be in addition to any other death
        benefits of the Employer and in full settlement and satisfaction of all
        severance benefit payments provided for in this Agreement.

       

      17.           Entire
        Understanding.  This Agreement constitutes the entire
        understanding between the parties relating to Executive’s employment hereunder
        and supersedes and cancels all prior written and oral understandings and
        agreements with respect to such matters and except for the terms and provisions
        of any employee benefit or other compensation plans (or any agreements or
        awards
        thereunder), referred to in this Agreement, or as otherwise expressly
        contemplated by this Agreement.

       

      18.           Binding
        Effect.  This Agreement shall be binding upon and inure to the
        benefit of the heirs and representatives of the Executive and the successors
        and
        assigns of the Employer.  The Employer shall require any successor
        (whether direct or indirect, by purchase, merger, reorganization, consolidation,
        acquisition of property or stock, liquidation, or otherwise) to all or a
        substantial portion of its assets, by agreement in form and substance reasonably
        satisfactory to the
        Executive, expressly to assume and agree to perform this Agreement in the
        same
        manner and to the same extent that the Employer would be required to perform
        this Agreement if no such

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      succession
        had taken place.  Regardless of whether such an agreement is executed,
        this Agreement shall be binding upon any successor of the Employer in accordance
        with the operation of law, and such successor shall be deemed the “Employer” for
        purposes of this Agreement.

       

      19.           Tax
        Withholding.  The Employer shall provide for the withholding of
        any taxes required to be withheld by federal, state, or local law with respect
        to any payment in cash, shares of stock and/or other property made by or
        on
        behalf of the Employer to or for the benefit of the Executive under this
        Agreement or otherwise.  The Employer may, at its
        option:  (a) withhold such taxes from any cash payments owing
        from the Employer to the Executive, (b) require the Executive to pay to the
        Employer in cash such amount as may be required to satisfy such withholding
        obligations and/or (c) make other satisfactory arrangements with the
        Executive to satisfy such withholding obligations.

       

      20.           No
        Assignment.  Except as otherwise expressly provided herein, this
        Agreement is not assignable by any party and no payment to be made hereunder
        shall be subject to anticipation, alienation, sale, transfer, assignment,
        pledge, encumbrance or other charge.

       

      21.           Execution
        in Counterparts.  This Agreement may be executed by the parties
        hereto in two (2) or more counterparts, each of which shall be deemed to be
        an original, but all such counterparts shall constitute one and the same
        instrument, and all signatures need not appear on any one
        counterpart.

       

      22.           Jurisdiction
        and Governing Law.  Jurisdiction over disputes with regard to this
        Agreement shall be exclusively in the courts of the State of Illinois, and
        this
        Agreement shall be construed, interpreted and enforced in accordance with
        and
        governed by the laws of the State of Illinois, without regard to the choice
        of
        laws provisions of such State.

       

      23.           Severability.  If
        any provision of this Agreement shall be adjudged by any court of competent
        jurisdiction to be invalid or unenforceable for any reason, such judgment
        shall
        not affect, impair or invalidate the remainder of this
        Agreement.  Furthermore, if the scope of any restriction or
        requirement contained in this Agreement is too broad to permit enforcement
        of
        such restriction or requirement to its full extent, then such restriction
        or
        requirement shall be enforced to the maximum extent permitted by law, and
        the
        Executive consents and agrees that any court of competent jurisdiction may
        so
        modify such scope in any proceeding brought to enforce such restriction or
        requirement.

       

      24.           Survival.  Provisions
        of this Agreement shall survive the termination of the Executive’s employment
        with the Employer to the extent provided herein.

       

      25.           Waiver.  The
        waiver of any party hereto of a breach of any provision of this Agreement
        by any
        other party shall not operate or be construed as a waiver of any subsequent
        breach.

       

      26.           Amendment.  No
        change, alteration or modification hereof may be made except in a writing,
        signed by each of the parties hereto.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      27.           Construction.  The
        language used in this Agreement will be deemed to be the language chosen
        by
        Employer and the Executive to express their mutual intent and no rule of
        strict
        construction shall be applied against any person.  Wherever from the
        context it appears appropriate, each term stated in either the singular of
        plural shall include the singular and the plural, and the pronouns stated
        in
        either the masculine, the feminine or the neuter gender shall include the
        masculine, feminine or neuter.  The headings of the Paragraphs of this
        Agreement are for reference purposes only and do not define or limit, and
        shall
        not be used to interpret or construe the contents of this
        Agreement.

       

      28.           No
        Duplication.  Notwithstanding anything herein to the contrary, to
        the extent that any compensation or benefits are paid to or received by the
        Executive from the Bank, Royal Financial or any other subsidiary of Royal
        Financial or the Bank, such compensation or benefits shall be subtracted
        from
        any amounts simultaneously due hereunder from Royal Financial and/or the
        Bank,
        as the case may be.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

         

            IN
          WITNESS
          WHEREOF, the parties hereto have executed and delivered this Agreement
          as of the
          day and year first above written.

         

        
          
            	 	
                    ROYAL
                      FINANCIAL, INC.

                     

                     

                    By:
                       /s/Donald A. Moll                

                    Title:   Chief
                      Executive Officer and President

                     

                  
	 	
                    ROYAL
                      SAVINGS BANK

                     

                     

                    
                      By:
                         /s/Donald A. Moll                

                      Title:   Chief
                        Executive Officer and President

                    

                    
                      
                         
    

                    

                  
	
                     

                    
                       

                       

                      Address:_______________________________

                      ______________________________________

                      ______________________________________

                      Telecopy
                        No.:
                        ___________________________

                       

                    

                  	
                    EXECUTIVE

                     

                     

                    By:  
                      /s/Andrew Morua                

                    Name:  Andrew
                      Morua

                  


          

        

         

      

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      Exhibit A
        to Employment Agreement

       

      RELEASE
        AND SEVERANCE AGREEMENT

       

      THIS
        RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of
        _________, _____ by and between Royal Financial, Inc. and its subsidiaries
        and
        affiliates (including, without limitation, Royal Savings Bank) (collectively,
        the “Company”) and Andrew Morua (hereinafter
“EXECUTIVE”).

       

      EXECUTIVE’S
        employment with the Company terminated on __________, ______; and EXECUTIVE
        has
        voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in
        exchange for severance benefits under the Employment Agreement (“Employment
        Agreement”) to which EXECUTIVE otherwise would not be entitled.

       

      NOW
        THEREFORE, in consideration for severance benefits provided under the Employment
        Agreement, EXECUTIVE on behalf of EXECUTIVE and EXECUTIVE’S spouse, heirs,
        executors, administrators, children, and assigns does hereby fully release
        and
        discharge the company, its officers, directors, employees, agents, subsidiaries
        and divisions, benefit plans and their administrators, fiduciaries and insurers,
        successors, and assigns from any and all claims or demands for wages, back
        pay,
        front pay, attorneys’ fees and other sums of money, insurance, benefits,
        contracts, controversies, agreements, promises, damages, costs, actions or
        causes of action and liabilities of any kind or character whatsoever, whether
        known or unknown, from the beginning of time to the date of these presents,
        relating to EXECUTIVE’S employment or termination of employment from the
        Company, including but not limited to any claims, actions or causes of action
        arising under the statutory, common law or other rules, orders or regulations
        of
        the United States or any State or political subdivision thereof including
        the
        Age Discrimination in Employment Act and the Older Workers Benefit Protection
        Act.

       

      EXECUTIVE
        acknowledges that EXECUTIVE’S obligations pursuant to Paragraphs 11
        and 12, of the Employment Agreement relating to the use or disclosure of
        confidential information and non-solicitation of customers and employees
        shall
        continue to apply to EXECUTIVE.

       

      This
        Release and Settlement Agreement supersedes any and all other agreements
        between
        EXECUTIVE and the Company except agreements relating to proprietary or
        confidential information belonging to the Company, and any other agreements,
        promises or representations relating to severance pay or other terms and
        conditions of employment are null and void.

       

      This
        release does not affect EXECUTIVE’S right to any benefits to which EXECUTIVE may
        be entitled under any employee benefit plan, program or arrangement sponsored
        or
        provided by the Company, including but not limited to the Employment Agreement
        and the plans, programs and arrangements referred to therein.

       

      EXECUTIVE
        and the Company acknowledge that it is their mutual intent that the Age
        Discrimination in Employment Act waiver contained herein fully comply with
        the
        Older Workers Benefit Protection Act.  Accordingly, EXECUTIVE
        acknowledges and agrees that:

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

         

      

         
        (a)           The
        severance benefits exceed the nature and scope of that to which EXECUTIVE
        would
        otherwise have been legally entitled to receive.

       

      (b)           Execution
        of this Agreement and the Age Discrimination in Employment Act waiver herein
        is
        EXECUTIVE’S knowing and voluntary act;

       

      (c)           EXECUTIVE
        has been advised by the Company to consult with EXECUTIVE’S personal attorney
        regarding the terms of this Agreement, including the aforementioned
        waiver;

       

      (d)           EXECUTIVE
        has had at least twenty-one (21) calendar days within which to consider
        this Agreement;

       

      (e)           EXECUTIVE
        has the right to revoke this Agreement in full within seven (7) calendar
        days of execution and that none of the terms and provisions of this Agreement
        shall become effective or be enforceable until such revocation period has
        expired;

       

      (f)           EXECUTIVE
        has read and fully understands the terms of this Agreement; and

       

      (g)           Nothing
        contained in this Agreement purports to release any of EXECUTIVE’S rights or
        claims under the Age Discrimination in Employment Act that may arise after
        the
        date of execution.

       

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

       

      
        	
                ROYAL
                  FINANCIAL, INC.,

                for
                  itself and its Subsidiaries
                  and Affiliates

                 

                By:_________________________________________                                                         

                Its:_________________________________________                                             

              	
                EXECUTIVE

                 

                 

                     
                  _______________________________________

                                                      
                  Andrew
                  Morua

              


      

       

      
        
          
          

        

        
          A-2