0000950159-10-000305 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS AGREEMENT, made as of April 12, 2010 (“Effective Date”), is by and between NEW CENTURY BANK, a Pennsylvania bank with its main office located at 99 Bridge Street, Phoenixville, PA 19460 (“Bank”) and THOMAS BRUGGER (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS AGREEMENT, made as of June 17, 2009 ("Effective Date"), is by and between NEW CENTURY BANK, a Pennsylvania bank with its main office located at 99 Bridge Street, Phoenixville, PA 19460 (“Bank") and JAY S. SIDHU, an individual with principal residence at 5 Chardonnay Circle, Mohnton, PA 19540 ("Executive").

STOCK OPTION AGREEMENT (Non-Qualified Option - Immediate Vesting – Director or Employee) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION (“NQO”)
Stock Option Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc.

In view of your substantial contributions toward the achievement of the business goals and objectives of NEW CENTURY BANK (the "Bank") and the expectation of your future contributions, the Board of Directors of the Bank is pleased to award you an option to purchase shares of the Common Stock of the Bank pursuant to the 2004 Incentive Equity and Deferred Compensation Plan of New Century Bank (the "Plan"). This is the stock option agreement between you and the Bank. The option awarded to you is subject to the following terms.

AGREEMENT
Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc.

THIS AGREEMENT, dated as of May 19, 2009, is made by and between NEW CENTURY BANK, a Pennsylvania bank (the "Bank") and JAY SIDHU, an individual with principal residence at 5 Chardonnay Circle, Mohnton, PA 19540 ("Jay Sidhu").

AMENDMENT #2 TO SUBSCRIPTION AGREEMENT
Subscription Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

This AMENDMENT #2 TO SUBSCRIPTION AGREEMENT (this "Amendment"), dated as of June 30, 2009, is made by and between NEW CENTURY BANK, a Pennsylvania bank with main office in Phoenixville, Chester County, Pennsylvania (the "Bank") and JAY S. SIDHU, an individual (the "Subscriber").

CONFIDENTIAL SUBSCRIPTION AGREEMENT NEW CENTURY BANK Private Sale of Securities Consisting of up to 2,333,334 Shares and Warrants for 583,334 Shares Aggregate Offering Amount: $10,000,000 (plus $4,000,000 over subscription. amount)
Confidential Subscription Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS CONFIDENTIAL SUBSCRIPTION AGREEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING NEW CENTURY BANK AND IS PREPARED SOLELY FOR THE USE OF THE SUBSCRIBER NAMED ABOVE. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.

AMENDMENT TO LEASE
Lease • April 22nd, 2010 • Customers 1st Bancorp, Inc.

THIS AMENDMENT TO LEASE (the “Amendment”), dated as of May 4, 2007, is made by and between GATEWAY PARTNERSHIP, LLC, 100 French Creek Parkway, Phoenixville, Pennsylvania 19460, ("Landlord") and NEW CENTURY BANK ("Tenant").

GATEWAY PARTNERSHIP, LLC: LANDLORD TO NEW CENTURY BANK: TENANT LEASE SPACE: 15,298 SQUARE FEET IN THE GATEWAY BUILDING TERM:
Right of First Refusal Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc.

The parties are GATEWAY PARTNERSHIP, LLC, 100 French Creek Parkway, Phoenixville, Pennsylvania 19460, ("Landlord") and NEW CENTURY BANK ("Tenant").

NEW CENTURY BANK STOCK OPTION AGREEMENT
Stock Option Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS STOCK OPTION AGREEMENT is made as of March 23, 2005, by and between NEW CENTURY BANK, a Pennsylvania bank (the “Bank"), and UNIVEST CORPORATION OF PENNSYLVANIA, a Pennsylvania business corporation ("Univest").

Contract
Anti-Dilution Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania
NEW CENTURY BANK STOCK OPTION AGREEMENT
Stock Option Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS STOCK OPTION AGREEMENT is made as of July __, 1997, by and between NEW CENTURY BANK, a Pennsylvania bank (the “Bank”), and CITIZENS INCORPORATED, a Pennsylvania business corporation (“Citizens”).

STOCK OPTION AGREEMENT (Non-Qualified Option - Immediate Vesting – Director or Employee) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION (“NQO”)
Stock Option Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc.

In view of your contributions toward the achievement of the business goals and objectives of NEW CENTURY BANK (the "Bank") and the expectation of your future contributions, the Board of Directors of the Bank is pleased to award you an option to purchase shares of the Common Stock of the Bank pursuant to the 2004 Incentive Equity and Deferred Compensation Plan of New Century Bank (the "Plan"). This is the stock option agreement between you and the Bank. The option awarded to you is subject to the following terms.

AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

This Amendment to Subscription Agreement (this “Amendment”), dated as of June 29, 2009, is made by and between NEW CENTURY BANK, a Pennsylvania bank with main office in Phoenixville, Chester County, Pennsylvania (the “Bank”) and the undersigned as the subscriber (the “Subscriber”) to purchase the Bank’s common stock in the Bank’s pending offering (the “Offering”) of up to 14,700,000 shares of the Bank’s voting common stock, par value $1.00 per share (individually, an “Offered Share” and collectively, the “Offered Shares”), plus a related warrant or warrants to purchase additional shares of the Bank’s voting common stock (“Warrant Shares”) at an exercise price of $6.00 per share (individually and collectively, the “Offered Warrant”) (the Offered Shares and Offered Warrant are sometimes referred to herein individually as an “Offered Security” and collectively as “Offered Securities”).

NEW CENTURY BANK MODIFICATION TO ANTI-DILUTION AGREEMENT
Anti-Dilution Agreement • April 22nd, 2010 • Customers 1st Bancorp, Inc. • Pennsylvania

THIS MODIFICATION TO ANTI-DILUTION AGREEMENT (this “Modification”) is entered into as of _______ __, 20__ by and between NEW CENTURY BANK ("Bank”) and the shareholder who name appears on the signature page of this Modification (the "Purchaser").

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