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Prudential Bancorp, Inc. (NASDAQ:PBIP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Prudential Bancorp, Inc. (NASDAQ:PBIP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Effective December 19, 2016, Prudential Bancorp, Inc., (the
“Company”), Prudential Savings Bank (the “Bank” and
collectively with the Company, “Prudential”), the wholly owned
subsidiary of the Company, and Dennis Pollack, the President and
Chief Executive Officer of the Bank and the Company, entered into
an amended and restated employment agreement (the “Amended
Employment Agreement”) which amended his prior employment
agreement dated as of May 16, 2016 (the “Prior Agreement”). The
Amended Employment Agreement was approved by the Compensation
Committees of the Boards of Directors of the Company and the
Bank. The Prior Agreement with Mr. Pollack was amended to (i)
extend the initial term thereof and (ii) to adjust the amount of
severance benefits due thereunder. The term of the Amended
Employment Agreement is until December 31, 2019; commencing
December 31, 2017, the term of the Amended Employment Agreement
is extended for an additional year unless either Prudential or
Mr. Pollack provide notice of the intent to not extend the term
of the Amended Employment Agreement.
In the event that Mr. Pollack terminates his employment for good
reason, as such term is defined in the Amended Employment
Agreement, or the Amended Employment Agreement is terminated by
Prudential other than for cause, disability, retirement or death,
Mr. Pollack’s severance benefits will consist primarily of the
(i) payment of two times (as compared to one time in the Prior
Agreement) his average annual cash compensation, as such term is
defined in the Employment Agreement, as cash severance and (ii)
maintenance until the earlier to occur of the passage of two
years (as compared to one year in the Prior Agreement) or until
the executive’s full time employment with another employer, of
the executive’s participation in all employee benefit plans in
which the executive was entitled to participate or similar plans,
programs or arrangements, if his continued participation is not
permissible. In the event Mr. Pollack’s employment is terminated
in connection with a change in control, as defined in the Amended
Employment Agreement, of Prudential, the severance benefits are
the same as described above except the (i) multiplier with regard
to the cash severance is three times (as compared to two times in
the Prior Agreement) and (ii) maintenance of participation in the
benefit plans is for a period of three years as compared to two
years. Under the terms of the Amended Employment Agreement, Mr.
Pollack’s initial base annual salary is $285,000, which
increases January 1, 2017 to $387,000, and consistent with the
Prior Agreement, he is entitled to participate in the employee
benefit plans maintained by Prudential, to a monthly car
allowance and to reimbursement of customary and usual business
expenses including hotel/short-term lodging in the Philadelphia,
Pennsylvania area. The Amended Employment Agreement also provides
that benefits under the Amended Employment Agreement will be
reduced to the extent necessary to ensure that the executive does
not receive any “parachute payment” as such term is defined
under Section 280G of the Internal Revenue Code of 1986, as
amended.
In addition, effective December 19, 2016, Prudential also
entered into an employment agreement with Anthony V.
Migliorino, the Executive Vice President and Chief Operating
Officer of the Bank and the Company (the “Migliorino
Agreement”). The Migliorino Agreement supersedes the severance
agreement previously entered into by the Bank with Mr.
Migliorino in November 2015. The Migliorino Agreement was
approved by the Compensation Committees of the Boards of
Directors of the Company and the Bank. The term of the
Migliorino Agreement is until December 31, 2018; commencing
December 31, 2017, the term of the Migliorino Agreement is
extended for an additional year unless either Prudential or Mr.
Migliorino provide notice of the intent to not extend the term
of the Migliorino Agreement.
The structure of the severance provisions of the Migliorino
Agreement are identical to the Amended Employment Agreement
with Mr. Pollack except that the multipliers are one times and
two times in a non-change in control termination and in a
change in control termination, respectively. In addition, the
provisions with regard to continued participation in benefit
plans subsequent to termination are likewise the same as in the
Amended Employment Agreement except that the periods involved
are one and two years in the Migliorino Agreement rather than
two and three years as in the Amended Employment Agreement.
Under the terms of the Migliorino Agreement, Mr. Migliorino’s
initial base salary is $200,000, which increases to $280,000 as
of January 1, 2017, and he is entitled to participate in the
employee benefit plans maintained by Prudential as well as to
reimbursement of customary and usual business expenses. The
Migliorino Agreement includes the same Section 280G limitation
as described above with regard to the Amended Employment
Agreement.
The foregoing description of the Amended Employment Agreement
and the Migliorino Agreement is qualified in its entirety by
reference to the Amended Employment Agreement and the
Migliorino Agreement, copies of which are attached as Exhibits
10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
(f) Not applicable.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibit is included herewith.
Exhibit Number
Description
10.1
Amended and Restated Employment Agreement by and
between Prudential Bancorp, Inc., Prudential Savings
Bank and Dennis Pollack dated December 19, 2016
10.2
Employment Agreement by and between Prudential Bancorp,
Inc., Prudential Savings Bank and Anthony V. Migliorino
dated December 19, 2016

About Prudential Bancorp, Inc. (NASDAQ:PBIP)
Prudential Bancorp, Inc. is a holding company for Prudential Savings Bank (the Bank). The Bank is a Pennsylvania-chartered, Federal Deposit Insurance Corporation (FDIC)-insured savings bank. As of September 30, 2015, the Bank had seven full service branches in the Philadelphia area. The Bank is engaged in the business of attracting deposits from its community through its branch offices and investing those deposits, together with funds from borrowings and operations, in single-family residential loans. Its lending activities consist of various loan types, including single-family residential mortgage loans, construction and land development loans, non-residential or commercial real estate mortgage loans, home equity loans and lines of credit, commercial business loans and consumer loans. Its investment securities are classified as securities available for sale and securities held to maturity. Its principal sources of funds are deposits. It provides online and mobile banking services. Prudential Bancorp, Inc. (NASDAQ:PBIP) Recent Trading Information
Prudential Bancorp, Inc. (NASDAQ:PBIP) closed its last trading session up +0.18 at 16.85 with 63,763 shares trading hands.

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