Common use of Entry into a Material Definitive Agreement Clause in Contracts

Entry into a Material Definitive Agreement. On August 29, 2014, Prudential Bancorp, Inc. (the “Company”) and the Company’s wholly owned subsidiary, Prudential Savings Bank (the “Bank”), entered into an Agreement (the “Agreement”) with S▇▇▇▇▇▇ and Associates L.L.C., S▇▇▇▇▇▇ Investment Partnership, L.P., S▇▇▇▇▇▇ Investment Partnership II, L.P., S▇▇▇▇▇▇ Investment Partnership III, L.P., LSBK06-08, Broad Park Investors, CBPS, L.L.C., 2514 Multi-Strategy Fund, L.P., Veteri Place Corporation, S▇▇▇▇ ▇▇▇▇▇▇▇, an individual, and L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (collectively, “the S▇▇▇▇▇▇ Group”) and M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual who was recommended by the S▇▇▇▇▇▇ Group for appointment to the Boards of Directors of the Company and the Bank. The S▇▇▇▇▇▇ Group owns approximately 5.9% of the outstanding shares of the Company’s common stock. The Agreement provides that M▇. ▇▇▇▇▇▇▇ will be appointed by the Company to the class of directors whose term expires at the Annual Meeting of Shareholders to be held in February 2016. M▇. ▇▇▇▇▇▇▇ will also be appointed to the Board of Directors of the Bank for a similar term. Such appointment will not occur until the merger of TF Financial Corporation with National Penn Bancshares, Inc. is completed. During the term of the Agreement, which is scheduled to continue through the date of the Company’s Annual Meeting of Shareholders in 2016, the S▇▇▇▇▇▇ Group and M▇. ▇▇▇▇▇▇▇ will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company’s Board of Directors, initiate or solicit shareholder proposals or seek to place any additional representatives on the Company’s Board of Directors other than M▇. ▇▇▇▇▇▇▇ (or any replacement director), oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders, vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent M▇. ▇▇▇▇▇▇▇, from expressing his views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company. In addition, during the term of the Agreement, the S▇▇▇▇▇▇ Group has agreed to vote in favor (i) of a new omnibus stock incentive plan and (ii) of the Board of Directors’ nominees for election or re-election as directors of the Company. The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On August 29February 4, 20142010, Prudential BancorpUSA Technologies, Inc. (the “Company”) and the Company’s wholly owned subsidiary, Prudential Savings Bank (the “Bank”), entered into an Agreement (the “Agreement”) with S▇▇▇▇▇▇ and Associates L.L.C.Shareholder Advocates For Value Enhancement, S▇▇▇▇▇▇ Investment Partnership, L.P., S▇▇▇▇▇▇ Investment Partnership II, L.P., S▇▇▇▇▇▇ Investment Partnership III, L.P., LSBK06-08, Broad Park Investors, CBPS, L.L.C., 2514 Multi-Strategy Fund, L.P., Veteri Place Corporation, S▇▇▇▇ ▇▇▇▇▇▇▇, an individual, and L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (collectively, “the S▇and ▇▇▇▇▇ Group”) and M▇. ▇▇▇▇▇▇ (jointly and severally, the “SAVE Group”), and each of the directors of the Company, entered into a Settlement Agreement (the “Settlement Agreement”) to settle the proxy contest pertaining to the election of directors to the Company’s Board of Directors (the “Board”) at the Company’s annual meeting of shareholders originally scheduled for December 15, 2009 and to be held, as postponed, on June 15, 2010 (the “2010 Annual Meeting”). Pursuant to the Settlement Agreement, among other things: - The size of the Board was increased from 8 to 9 members creating a vacancy on the Board. - The Company accepted the resignation of ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇, an individual who was recommended by ▇▇., as a director effective February 4, 2010, resulting in another vacancy on the SBoard. - ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Group for appointment to the Boards of Directors of the Company and the Bank. The S▇▇▇▇▇▇▇ Group owns approximately 5.9% of the outstanding shares of the Company’s common stock. The Agreement provides that M▇. ▇▇▇▇▇▇▇ will be , nominees of the SAVE Group, were appointed by the Company Board to fill the class of directors whose term expires at the Annual Meeting of Shareholders to be held in February 2016two vacancies. MThe Board also appointed ▇▇. ▇▇▇▇▇▇ to serve on the Nominating Committee and appointed ▇▇ will also be appointed to the Board of Directors of the Bank for a similar term. Such appointment will not occur until the merger of TF Financial Corporation with National Penn Bancshares, Inc. is completed. During the term of the Agreement, which is scheduled to continue through the date of the Company’s Annual Meeting of Shareholders in 2016, the S▇▇▇▇▇▇ Group and M▇. ▇▇▇▇▇▇▇ will notto serve on the Audit Committee and the Compensation Committee. - If the Company does not (i) achieve positive earnings before interest, among other thingstaxes, solicit proxies depreciation and amortization (“EBITDA”) in opposition the quarter ending December 31, 2010 and (ii) have at least 100,000 connections to any recommendations its network as of December 31, 2010, the SAVE Group shall have the right to name a third nominee to serve on the Board, and the Company shall cause one director who is not a SAVE Group nominee to resign or proposals be removed as a director, and the number of directors shall remain at nine. - The Company amended certain provisions of its By-Laws, as further set forth under item 5.03 below. The Company agreed that such By-law amendments shall not be repealed, amended or modified by the Board unless (i) at least 66% of the Company’s Board independent directors of Directorsthe corporation then in office shall have approved such amendment, initiate repeal or solicit shareholder proposals modification, and (ii) during the period of time up to and including the June 2012 annual meeting of shareholders that any SAVE Nominee is a member of the Board, at least one SAVE Nominee approves such repeal, amendment or seek modification. - At the 2010 Annual Meeting to place any additional representatives be held on June 15, 2010, the Company’s Board Company will nominate three classes of Directors other than Mdirectors consisting of three Class I directors, three Class II directors, and three Class III directors. ▇▇. ▇▇▇▇▇▇ shall be nominated as a Class I director and ▇▇ (or any replacement director), oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders, vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent M▇. ▇▇▇▇▇▇▇▇ shall be nominated as a Class II director. The initial term of the Class I directors shall be one year, from expressing his views the initial term of the Class II directors shall be two years, and the initial term of the Class III directors shall be three years. - At the 2011 annual meeting of shareholders, only the three Class I directors shall be elected. - At the 2012 annual meeting of shareholders, all of the directors of the Company shall stand for election as one class (notwithstanding the initial term of the Class III directors or the Class I directors elected at the 2011 annual meeting), the composition of the board shall consist of only one class of directors and upon election, all directors shall serve for one year terms. - The SAVE Group has irrevocably withdrawn the notice to other members the Company of the intention to nominate three individuals at the 2010 Annual Meeting, and has agreed to immediately cease all efforts related to their proxy solicitation with respect to the 2010 Annual Meeting. - Through December 31, 2011 (or an earlier date upon the occurrence of certain events), each member of the SAVE Group and the SAVE Group nominees to the Board will not, directly or indirectly, take certain actions, including any of the following without the consent of the Board: (i) collectively acquire or seek to acquire, in the aggregate, more than ten percent (10%) of the then outstanding voting securities of the Company; (ii) solicit proxies, become a participant in a solicitation, or join in or participate in any group soliciting proxies in each case with respect to any voting securities of the Company in opposition to the recommendation or proposal of the Board with respect to the election of directors, any shareholder proposals to be voted on at duly convened meetings an annual or special meeting of shareholders, the amendment of any provision of the Boards Company’s articles of Directors)incorporation or By-laws, propose or a change in control of the Company; (iii) nominate persons for election to, or seek to effect remove any person from, the Board or propose any other business at any annual or special meeting of shareholders; (iv) seek to initiate or join in, directly or indirectly, any merger, consolidation, recapitalization, liquidation or other business combination that would result in a merger or sale change in control of the Company Company; or initiate litigation against (v) seek to become officers or the Chairman of the Board of the Company. In addition; provided, during however, that the term Settlement Agreement shall not prevent any member of the AgreementSAVE Group or any SAVE Group nominees from, among other things, exercising his rights and fiduciary duties as a director or voting any Company shares owned by him in his discretion. - The Company and the SAVE Group agreed to a mutual release of claims, including those arising in respect of, or in connection with, the Sproxy contest relating to the 2010 Annual Meeting. - The Company and the SAVE Group voluntarily dismissed with prejudice the litigation pending in the United States District Court for the Eastern District of Pennsylvania entitled ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ d/b/a Shareholder Advocates For Value Enhancement vs. USA Technologies, Inc., et al., Civil Action No. 09-5920. - The Company reimbursed the SAVE Group has agreed to vote for actual out-of-pocket expenses in favor (i) the aggregate amount of a new omnibus stock incentive plan and (ii) $1,160,441 incurred in connection with the proxy contest of which $450,000 will be contributed by the Company’s insurance carrier. A copy of the Board of Directors’ nominees for election or reSettlement Agreement is filed with this Form 8-election K and attached hereto as directors of the CompanyExhibit 10.1. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to On February 5, 2010, the full text Company and SAVE issued a joint press release announcing the signing of the Settlement Agreement, which . A copy of the press release is filed with this Form 8—K and attached hereto as Exhibit 10.1 and is incorporated herein by reference99.1.

Entry into a Material Definitive Agreement. On August 29June 11, 20142012, Prudential BancorpCoreLogic, Inc. (the “Company”) entered into a Support Agreement with Highfields Capital Management LP, Highfields GP LLC, Highfields Associates LLC, Highfields Capital I LP, Highfields Capital II LP, and the Company’s wholly owned subsidiaryHighfields Capital III L.P. (collectively, Prudential Savings Bank (the “BankShareholders”). Among other matters, entered into an Agreement (in the “Support Agreement”) with S: • The Company confirmed that it will nominate ▇▇▇▇▇▇▇ and Associates L.L.C.▇. Curling, S▇▇▇▇▇▇ Investment Partnership, L.P., S▇▇▇▇▇▇ Investment Partnership II, L.P., S▇▇▇▇▇▇ Investment Partnership III, L.P., LSBK06-08, Broad Park Investors, CBPS, L.L.C., 2514 Multi-Strategy Fund, L.P., Veteri Place Corporation, S▇▇▇▇ ▇▇▇▇▇▇▇, an individual, and L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (collectively, “the S▇ and ▇▇▇▇▇▇ Group”) and M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual who was recommended by the S▇▇▇▇▇▇ Group (collectively, the “Nominees”) for appointment to election as directors at the Boards of Directors of 2012 annual meeting, and that the Company and the Bank. The S▇▇▇▇▇▇ Group owns approximately 5.9% of the outstanding Shareholders will vote all shares of the Company’s common stock. stock beneficially owned by them in favor of such Nominees and the Company’s existing directors; • The Agreement provides Company stated that M▇. ▇▇▇ ▇▇▇▇▇▇▇▇ will be appointed by has formally informed the Company to that he will retire from the class board at its 2014 annual meeting, and in any event will only serve as Chairman of directors whose term expires at the Annual Meeting Board until the earlier of Shareholders to be held (a) the time when the board selects another Chairman in February 2016. M▇. ▇accordance with the Company’s bylaws and (b) December 31, 2013; • The Company stated that ▇▇▇▇▇▇ will also be appointed to the Board of Directors of the Bank for a similar term▇. Such appointment will not occur until the merger of TF Financial Corporation with National Penn Bancshares, Inc. is completed. During the term of the Agreement, which is scheduled to continue through the date of the Company’s Annual Meeting of Shareholders in 2016, the S▇’▇▇▇▇▇ Group has been elected as chairman of the nominating and M▇. ▇▇▇▇▇▇▇ corporate governance committee, and effective as of and subject to their election to the board at the 2012 annual meeting, the board will notappoint one of the new director candidates to that committee; • The Shareholders agreed to amend their filing on Schedule 13D to a filing on Schedule 13G with respect to all shares of common stock of the Company that are beneficially owned by the Shareholders and to refrain from engaging in certain activities, among other things, solicit proxies including purchasing securities in opposition to any recommendations or proposals an amount that could result in the Shareholders beneficially owning more than 10% of the Company’s Board outstanding common shares, proposing a sale or reorganization of Directors, initiate the Company and soliciting proxies or solicit shareholder proposals consents involving the Company; and • Each party has agreed to refrain from making statements that disparage or seek adversely reflect upon the other parties. Certain of these covenants expire on the earlier of (a) the date that is ten days prior to place any additional representatives on the deadline under the Company’s Board bylaws for submitting nominations of Directors other than M▇. ▇▇▇▇▇▇▇ (directors or any replacement director), oppose any proposal or director nomination submitted by the Board of Directors to proposing new business in connection with the Company’s shareholders2013 annual meeting of stockholders, vote for any nominee to (b) the Company’s Board of Directors other than those nominated or supported by date that is ten days following the Board of Directors, seek to exercise any control or influence over the management of first date on which the Company or publicly reports its financial results for the Boards fourth quarter of Directors of 2012 and/or full year 2012, and (c) the date on which the Company or the Bank proposes to enter into certain extraordinary transactions (although nothing as defined in the Agreement will prevent M▇. ▇▇▇▇▇▇▇, from expressing his views to other members of the Board at duly convened meetings of the Boards of DirectorsSupport Agreement), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company. In addition, during the term of the Agreement, the S▇▇▇▇▇▇ Group has agreed to vote in favor (i) of a new omnibus stock incentive plan and (ii) of the Board of Directors’ nominees for election or re-election as directors of the Company. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is attached hereto filed as Exhibit 10.1 99.1 hereto, and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein into this report by reference.