Polonia Bancorp Sample Contracts

FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE POLONIA BANCORP 2007 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • February 28th, 2008 • Polonia Bancorp • Savings institution, federally chartered
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1,293,750 Shares (subject to increase up to 1,487,813 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) Polonia Bancorp (a federal stock holding company) Common Stock (par value $.01 per share) AGENCY...
Agency Agreement • December 21st, 2006 • Polonia Bancorp • Savings institution, federally chartered • New York
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Up to 1,760,938 Shares (subject to increase up to 2,025,078 Shares) Polonia Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT August 10, 2012
Agency Agreement • August 15th, 2012 • Polonia Bancorp • Savings institution, federally chartered • New York

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Stock (i) as a bona fide gift or gifts, provided that the donee or donees agree to be bound in writing by the restrictions set forth herein, (ii) to any trust or family limited partnership for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust or general partner of the family limited partnership, as the case may be, agrees to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) pledged in a bona fide transaction outstanding as of the date hereof to a lender to the undersigned, as disclosed in writing to Sandler O’Neill, (iv) pursuant to the exercise by the undersigned of stock options that have been granted by the Mid-Tier Company prior to, and are outstanding as of, the date of the Agency Agreement, where the Stock received upon any

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FORM OF ESOP LOAN AGREEMENT
Loan Agreement • July 7th, 2006 • Polonia Bancorp • Pennsylvania

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the day of , 2006, by and between the POLONIA BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Polonia Bank Employee Stock Ownership Plan (“ESOP”); and POLONIA BANCORP (“Lender”), a corporation organized and existing under the laws of the United States of America.

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PARTICIPATION AGREEMENT UNDER THE POLONIA BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Participation Agreement • September 29th, 2006 • Polonia Bancorp • Savings institution, federally chartered • Pennsylvania

THIS PARTICIPATION AGREEMENT (the “Participation Agreement”) is entered into as of July 18, 2006, by and between POLONIA BANK (the “Employer”), and PAUL D. RUTKOWSKI, an executive of the Employer (the “Participant”).

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PAUL D. RUTKOWSKI BANK EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Polonia Bancorp • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT originally entered into on the 11th day of January, 2007 (the “Agreement”), (the “Effective Date”), by and between POLONIA BANK, a federally chartered savings bank (the “Bank”), and PAUL D. RUTKOWSKI (the “Executive”), is amended and restated in its entirety as of December 16, 2008.

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FORM OF COMPANY EMPLOYMENT AGREEMENT
Company Employment Agreement • July 7th, 2006 • Polonia Bancorp • Pennsylvania

THIS AGREEMENT (the “Agreement”) made this day of , 2006, by and between POLONIA BANCORP, a federally chartered corporation (the “Company”), and (the “Executive”).

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AMENDED AND RESTATED ANTHONY J. SZUSZCZEWICZ COMPANY EMPLOYMENT AGREEMENT
Company Employment Agreement • March 31st, 2009 • Polonia Bancorp • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT originally entered into on the 11th day of January, 2007 (the “Agreement”) (the “Effective Date”), by and between POLONIA BANCORP, a federally chartered corporation (the “Company”), and ANTHONY J. SZUSZCZEWICZ (the “Executive”) is amended and restated in its entirety as of December 16, 2008.

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FORM OF BANK EMPLOYMENT AGREEMENT
Bank Employment Agreement • July 7th, 2006 • Polonia Bancorp • Pennsylvania

THIS AGREEMENT (the “Agreement”), made this day of , 2006, by and between POLONIA BANK, a federally chartered savings bank (the “Bank”), and (the “Executive”).

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First Amendment Employment Agreement
Employment Agreement • April 12th, 2012 • Polonia Bancorp • Savings institution, federally chartered

THIS AMENDMENT, made and entered into as of the 17th day of January, 2012, by and between Polonia Bank, a federally-chartered savings bank (the “Bank”) and Anthony J. Szuszczewicz, an employee of the Bank (the “Executive”).

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AMENDED AND RESTATED KENNETH J. MALISZEWSKI BANK EMPLOYMENT AGREEMENT
Bank Employment Agreement • March 31st, 2009 • Polonia Bancorp • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT originally entered into on the 11th day of January, 2007 (the “Agreement”) (the “Effective Date”), by and between POLONIA BANK, a federally chartered savings bank (the “Bank”), and KENNETH J. MALISZEWSKI (the “Executive”) is amended and restated in its entirety as of December 16, 2008.

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ARTICLE 1 GENERAL DEFINITIONS
Polonia Bank Split Dollar Agreement • January 25th, 2007 • Polonia Bancorp • Savings institution, federally chartered • Pennsylvania
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First Amendment Employment Agreement
Employment Agreement • April 12th, 2012 • Polonia Bancorp • Savings institution, federally chartered

THIS AMENDMENT, made and entered into as of the 17th day of January, 2012, by and between Polonia Bancorp, a federally-chartered corporation (the “Company”) and Paul D. Rutkowski, an employee of the Company (the “Executive”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF EARTHSTAR BANK, SOUTHAMPTON, PENNSYLVANIA FEDERAL DEPOSIT INSURANCE CORPORATION and POLONIA BANK HUNTINGDON VALLEY, PENNSYLVANIA DATED...
Purchase and Assumption Agreement • April 18th, 2011 • Polonia Bancorp • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 10th day of DECEMBER, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of EARTHSTAR BANK, SOUTHAMPTON, PENNSYLVANIA (the "Receiver"), POLONIA BANK, organized under the laws of the United States of America, and having its principal place of business in HUNTINGDON VALLEY, PENNSYLVANIA (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").

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FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR THE POLONIA BANCORP 2007 EQUITY INCENTIVE PLAN
Form of Incentive Stock Option Award Agreement • February 28th, 2008 • Polonia Bancorp • Savings institution, federally chartered
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First Amendment Employment Agreement
Employment Agreement • April 12th, 2012 • Polonia Bancorp • Savings institution, federally chartered

THIS AMENDMENT, made and entered into as of the 17th day of January, 2012, by and between Polonia Bancorp, a federally-chartered corporation (the “Company”) and Kenneth J. Maliszewski, an employee of the Company (the “Executive”).

Sample 1
First Amendment Employment Agreement
First Amendment • April 12th, 2012 • Polonia Bancorp • Savings institution, federally chartered

THIS AMENDMENT, made and entered into as of the 17th day of January, 2012, by and between Polonia Bank, a federally-chartered savings bank (the “Bank”) and Paul D. Rutkowski, an employee of the Bank (the “Executive”).

Sample 1
First Amendment Employment Agreement
First Amendment • April 12th, 2012 • Polonia Bancorp • Savings institution, federally chartered

THIS AMENDMENT, made and entered into as of the 17th day of January, 2012, by and between Polonia Bancorp, a federally-chartered corporation (the “Company”) and Anthony J. Szuszczewicz, an employee of the Company (the “Executive”).

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FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT FOR THE POLONIA BANCORP 2007 EQUITY INCENTIVE PLAN
Form of Non-Statutory Stock Option Award Agreement • February 28th, 2008 • Polonia Bancorp • Savings institution, federally chartered
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FORM OF TRUST AGREEMENT BETWEEN POLONIA BANK AND [TRUSTEE] FOR THE POLONIA BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST Effective as of , 2006
Trust Agreement • July 7th, 2006 • Polonia Bancorp • Pennsylvania

This TRUST AGREEMENT dated as of , 2006 between POLONIA BANK, with its administrative office at 3993 Huntingdon Valley Pike, Suite 300, Huntingdon Valley, Pennsylvania 19006 (hereinafter called the “Company”), and [TRUSTEE] with its administrative office at (hereinafter called the “Trustee”).

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FORM OF Amendment to the Supplemental Executive Retirement Plan Participation Agreement
Participation Agreement • March 31st, 2009 • Polonia Bancorp • Savings institution, federally chartered

This Amendment to the Supplemental Executive Retirement Plan Participation Agreement (the “Participation Agreement”) is entered into as of December 16, 2008, by and between Polonia Bank and (referred to as the “Bank ”), and [name] (the “Participant”).

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