8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 17, 2017

Prudential Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-55084	46-2935427
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1834 West Oregon Avenue, Philadelphia, Pennsylvania		19145
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (215) 755-1500

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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 November 17, 2017, Prudential Bancorp, Inc. (the "Company"), Prudential Bank (the "Bank"), the wholly owned subsidiary of the Company, and Dennis Pollack, the President and Chief Executive Officer of the Company and the Bank, entered into an amendment (the "Pollack Amendment") to his prior amended and restated employment agreement dated as of December 19, 2016 (the "Pollack Prior Agreement"). In addition, the Company, the Bank and Anthony V. Migliorino, the Executive Vice President and Chief Operating Officer of the Company and Bank, entered into an amendment (the "Migliorino Amendment" and collectively with the Pollack Amendment, the "Amendments") to his prior employment agreement dated as of December 19, 2016 (the "Migliorino Prior Agreement" and collectively with the Pollack Prior Agreement, the "Prior Agreements"). The Amendments to the Prior Agreements were approved by the Compensation Committees of the Boards of Directors of the Company and the Bank.

Under the terms of the Amendments, the provisions addressing the applicability of Sections 4999 and 280G of the Code were revised to provide that if the payments that were otherwise payable to Mr. Pollack or Mr. Migliorino, as applicable, in connection with a termination after the occurrence of a Change in Control (as defined in the Prior Agreements) would trigger the imposition of an excise tax under Section 4999 of the Code, such amounts would be required to be reduced only if doing so would result in a greater tax amount to be retained by Mr. Pollack or Mr. Migliorino, as applicable.

With regard to the Migliorino Amendment, it also revised the Migliorino Prior Agreement to include in the definition of "Good Reason," as used in connection with a "Good Reason" termination, a material diminution in the budget over which Mr. Migliorino retains authority.

There were no other changes effected to the Prior Agreements pursuant to the Amendments.

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The foregoing description of the Amendments is qualified in its entirety by reference to the Pollack Amendment and the Migliorino Amendment, 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.

Item	9.01	Financial Statements and Exhibits
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	The following exhibits are included with this Report:

Exhibit No.		Description
	10.1	Amendment No. 1 dated November 17, 2017 to the Amended and Restated Employment Agreement by and between Prudential Bancorp, Inc., Prudential Bank and Dennis Pollack dated December 19, 2016
	10.2	Amendment No. 1 dated November 17, 2017 to the Employment Agreement by and between Prudential Bancorp, Inc., Prudential Bank and Anthony V. Migliorino dated December 19, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRUDENTIAL BANCORP, INC.
	By:	/s/Jack E. Rothkopf
	Name:	Jack E. Rothkopf
	Title:	Senior Vice President, Chief Financial Officer and    Treasurer
Date: November 22, 2017

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Amendment No. 1 dated November 17, 2017 to the Amended and Restated Employment Agreement by and between Prudential Bancorp, Inc., Prudential Bank and Dennis Pollack dated December 19, 2016
	10.2	Amendment No. 1 dated November 17, 2017 to the Employment Agreement by and between Prudential Bancorp, Inc., Prudential Bank and Anthony V. Migliorino dated December 19, 2016

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1

to the

PRUDENTIAL BANCORP, INC.

PRUDENTIAL BANK

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (the "Amendment") to the Amended and Restated Employment Agreement by and among Prudential Bank, a Pennsylvania‑chartered, stock-form savings bank previously known as "Prudential Savings Bank" (the "Bank"), and Prudential Bancorp, Inc., a Pennsylvania corporation (the "Company" and collectively with the Bank, the "Employers"), and Dennis Pollack (the "Executive") dated December 19, 2016 (the "Agreement"), is hereby effective as of November 17, 2017.

WHEREAS, the Executive is presently employed as the President and Chief Executive Officer of the Employers;

WHEREAS, effective December 19, 2016, the Executive and the Employers entered into the Agreement which provided for, among other things, severance benefits in the event of the Executive's termination;

WHEREAS, the Employers and the Executive desire to amend the Agreement to reflect the mutually agreed upon revision to Section 6; and

WHEREAS, the Executive is willing to serve the Employers on the terms and conditions set forth in the Agreement, as amended by this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Employers and the Executive do hereby agree to amend the Agreement as follows:

1.Section 6 of the Agreement be and hereby is rescinded and deleted and replaced in its entirety by the following:

6.         Limitations of Benefits under Certain Circumstances.

In the event that:

(i) the aggregate payments or benefits to be made or afforded to the Executive pursuant to this Agreement, together with other payments and benefits which the Executive has a right to receive from the Employers which are deemed to be parachute payments as defined in Section 280G of the Code, or any successor thereof (the "Severance Benefits"), would be deemed to include an "excess parachute payment" under Section 280G of the Code; and

(ii) if such Severance Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the Tax Rate and the Non-Triggering Amount would be greater than the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the product of the Severance Benefits and the Tax Rate,

then the Severance Benefits shall be reduced to the Non-Triggering Amount. For purposes of this Section, "Tax Rate" shall include the sum of (a) the highest marginal federal, state and local income tax rates applicable to the Executive, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind. All calculations to be made under this Section 6 shall be made by the Employer's independent registered public accounting firm or an independent tax counsel selected by the Employers (and paid for thereby), subject to the right of Executive and his representative, if any, to review such analysis. Nothing contained in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payments and benefits specified in Section 5 below zero.

2.All other sections and provisions in the Agreement shall continue in full force and effect and are not affected by this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Agreement as of the date first written above.

ATTEST:		PRUDENTIAL BANCORP, INC.
By:	/s/Sharon Slater	By:	/s/Bruce E. Miller
Name:	Sharon Slater	Name:	Bruce E. Miller
Title:	Corporate Secretary	Title:	Chairman of the Board

ATTEST:		PRUDENTIAL BANK
By:	/s/Sharon Slater	By:	/s/Bruce E. Miller
Name:	Sharon Slater	Name:	Bruce E. Miller
Title:	Corporate Secretary	Title:	Chairman of the Board

EXECUTIVE
By:	/s/Dennis Pollack
	Dennis Pollack

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EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDMENT NO. 1

to the

PRUDENTIAL BANCORP, INC.

PRUDENTIAL BANK

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 (the "Amendment") to the Employment Agreement by and among Prudential Bank, a Pennsylvania‑chartered, stock-form savings bank previously known as "Prudential Savings Bank" (the "Bank"), and Prudential Bancorp, Inc., a Pennsylvania corporation (the "Company" and collectively with the Bank, the "Employers"), and Anthony V. Migliorino (the "Executive") dated December 19, 2016 (the "Agreement"), is hereby effective as of November 17, 2017.

WHEREAS, the Executive is presently employed as the Executive Vice President and Chief Operating Officer of the Employers;

WHEREAS, effective December 19, 2016, the Executive and the Employers entered into the Agreement which provided for, among other things, severance benefits in the event of the Executive's termination and specified the various basis on which termination of employment could be affected;

WHEREAS, the Employers and the Executive desire to amend the Agreement to reflect the mutually agreed upon revision to Sections 1 and 6; and

WHEREAS, the Executive is willing to serve the Employers on the terms and conditions set forth in the Agreement, as amended by this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Employers and the Executive do hereby agree to amend the Agreement as follows:

1.Section 1(h) of the Agreement be and hereby is rescinded and deleted and replaced in its entirety by the following:

  (h)      Good Reason. "Good Reason" means the occurrence of any of the following events:

(i) any material breach of this Agreement by the Employers, including without limitation any of the following: (A) a material diminution in the Executive's base compensation, (B) a material diminution in the Executive's authority, duties or responsibilities, or (C) any requirement that the Executive report to a corporate officer or employee of the Employers other than the President and Chief Executive Officer of the Employers, or

(ii) any material change in the geographic location at which the Executive must perform his services under this Agreement; or

(iii) a material diminution in the budget over which the Executive retains authority;

provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Employers within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Employers shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employers received the written notice from the Executive. If the Employers remedy the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition.  If the Employers do not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

2.Section 6 of the Agreement be and hereby is rescinded and deleted and replaced in its entirety by the following:

6.         Limitations of Benefits under Certain Circumstances.

In the event that:

(i) the aggregate payments or benefits to be made or afforded to the Executive pursuant to this Agreement, together with other payments and benefits which the Executive has a right to receive from the Employers which are deemed to be parachute payments as defined in Section 280G of the Code, or any successor thereof (the "Severance Benefits"), would be deemed to include an "excess parachute payment" under Section 280G of the Code; and

(ii) if such Severance Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to two (2) times the Executive's "base amount," as determined in accordance with said Section 280G and the Non-Triggering Amount less the product of the Tax Rate and the Non-Triggering Amount would be greater than the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (ii) the product of the Severance Benefits and the Tax Rate,

then the Severance Benefits shall be reduced to the Non-Triggering Amount. For purposes of this Section, "Tax Rate" shall include the sum of (a) the highest marginal federal, state and local income tax rates applicable to the Executive, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind. All calculations to be made under this Section 6 shall be made by the Employer's independent registered public accounting firm or an independent tax counsel selected by the Employers (and paid for thereby), subject to the right of Executive and his representative, if any, to review such analysis. Nothing contained in this Section 6 shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 6, or a reduction in the payments and benefits specified in Section 5 below zero.

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3.All other sections and provisions in the Agreement shall continue in full force and effect and are not affected by this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Agreement as of the date first written above.

ATTEST:		PRUDENTIAL BANCORP, INC.
By:	/s/Sharon Slater	By:	/s/Bruce E. Miller
Name:	Sharon Slater	Name:	Bruce E. Miller
Title:	Corporate Secretary	Title:	Chairman of the Board

ATTEST:		PRUDENTIAL BANK
By:	/s/Sharon Slater	By:	/s/Bruce E. Miller
Name:	Sharon Slater	Name:	Bruce E. Miller
Title:	Corporate Secretary	Title:	Chairman of the Board

EXECUTIVE
By:	/s/Anthony V. Migliorino
	Anthony V. Migliorino

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