FOX CHASE BANCORP, INC. (a Maryland-chartered Stock Corporation) Up to 10,694,973 Shares (Subject to Increase Up to 12,299,628 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTAgency Agreement • April 26th, 2010 • Fox Chase Bancorp Inc • Savings institution, federally chartered • Maryland
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2016 • Fox Chase Bancorp Inc • Savings institutions, not federally chartered • Pennsylvania
THIS AGREEMENT (“Agreement”), as amended and restated, is made this 1st day of October, 2015 by and between Fox Chase Bancorp, Inc. (the “Company”), a Maryland corporation, with its principal offices at 4390 Davisville Road, Hatboro, Pennsylvania 19040, Fox Chase Bank (the “Bank”), a Pennsylvania state-chartered savings bank, with its principal offices at 4390 Davisville Road, Hatboro, Pennsylvania 19040 and Thomas M. Petro (“Executive”).
February 22, 2010 Mr. Thomas M. Petro President and Chief Executive Officer Fox Chase MHC Fox Chase Bancorp, Inc. Hatboro, PA 19040-2544Fox Chase Bancorp Inc • March 12th, 2010 • New York
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fox Chase Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the MHC (as defined below) (the “Conversion”) and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion representing the ownership interest in the Mid-Tier (as defined below) currently owned by the MHC (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • December 11th, 2015 • Fox Chase Bancorp Inc • Savings institutions, not federally chartered • Pennsylvania
This SETTLEMENT AGREEMENT (this “Agreement”) is made as of December 8, 2015 and entered into by and among FOX CHASE BANCORP, INC. (“Bancorp”), the holding company for FOX CHASE BANK, a Pennsylvania state-chartered savings bank and a wholly-owned subsidiary of Bancorp (“Bank” and, together with Bancorp, “Employer”), UNIVEST CORPORATION OF PENNSYLVANIA, a Pennsylvania corporation (“Univest”), and Roger S. Deacon (“Executive”).
FOX CHASE BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 4th, 2016 • Fox Chase Bancorp Inc • Savings institutions, not federally chartered • Pennsylvania
THIS AGREEMENT (“Agreement”), as amended and restated, is hereby entered into as of October 1, 2015, by and between FOX CHASE BANK (the “Bank”), a Pennsylvania state-chartered savings bank, Randy J. McGarry (“Executive”) and FOX CHASE BANCORP, INC. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNIVEST CORPORATION OF PENNSYLVANIA AND FOX CHASE BANCORP, INC. dated as of DECEMBER 8, 2015Agreement and Plan of Merger • December 11th, 2015 • Fox Chase Bancorp Inc • Savings institutions, not federally chartered • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2015, is made between Univest Corporation of Pennsylvania, a Pennsylvania corporation (“Univest “), and Fox Chase Bancorp, Inc., a Maryland corporation (“Fox Chase”). Certain capitalized terms have the meanings given to them in Article I.
FOX CHASE BANK CHANGE IN CONTROL AGREEMENTFox Chase Bank Change in Control Agreement • May 9th, 2013 • Fox Chase Bancorp Inc • Savings institution, federally chartered • Pennsylvania
THIS AGREEMENT (“Agreement”), as amended and restated, is hereby entered into as of October 1, 2012, by and between FOX CHASE BANK (the “Bank”), a federally chartered savings bank, Randy J. McGarry (“Executive”) and FOX CHASE BANCORP, INC. (the “Company”), a federally-chartered corporation and the holding company of the Bank, as guarantor.
Form of Equity Award AgreementsAward Agreement • August 19th, 2011 • Fox Chase Bancorp Inc • Savings institution, federally chartered
This Award Agreement is provided to [ ] (the “Participant”) by Fox Chase Bancorp, Inc. (the “Company”) as of (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), subject to the terms and conditions of the 2011 Plan and this Award Agreement:
SETTLEMENT AGREEMENTSettlement Agreement • December 11th, 2015 • Fox Chase Bancorp Inc • Savings institutions, not federally chartered • Pennsylvania
This SETTLEMENT AGREEMENT (this “Agreement”) is made as of December 8, 2015 and entered into by and among FOX CHASE BANCORP, INC. (“Bancorp”), the holding company for FOX CHASE BANK, a Pennsylvania state-chartered savings bank and a wholly-owned subsidiary of Bancorp (“Bank” and, together with Bancorp, “Employer”), UNIVEST CORPORATION OF PENNSYLVANIA, a Pennsylvania corporation (“Univest”), and Jerry D. Holbrook (“Executive”).
