Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

(e) On January 3, 2022, ESSA Bancorp, Inc. ("Company") and its wholly-owned subsidiary, ESSA Bank & Trust ("Bank"), entered into amended and restated employment agreements (the "Amended Agreements") with each of Allan Muto, Executive Vice President and Chief Financial Officer, Charles D. Hangen, Executive Vice President and Chief Operating Officer, and Peter Gray, Executive Vice President and Chief Banking Officer. The Amended Agreements are effective as of January 1, 2022 and replace the executives' prior employment agreements with the Company and the Bank (the "Prior Agreements").

The terms of the Amended Agreements are generally consistent with the Prior Agreements, except that (i) Mr. Hangen's position changed to Executive Vice President and Chief Risk Officer and Mr. Gray's position changed to Senior Executive Vice President and Chief Operating Officer, effective January 3, 2022; (ii) the term for the Amended Agreements are fixed three-year terms (the Prior Agreements provided for annual renewal); (iii) the definition of "Good Reason" has been revised; (iv) the severance payment for termination of employment without "Cause" or a voluntary termination for "Good Reason" for Messrs. Hangen and Gray, has been revised to a lump sum cash payment equal to: (a) 3 times base salary and 3 times highest bonus paid during the prior 3 years, and (b) 3 years of additional service under the defined benefit pension plan, (c) continued insurance coverage for 3 years, with the Bank paying the full cost of the premiums; (v) a provision was added to provide that if continued medical, dental and life insurance coverage cannot be provided or would subject the Bank to penalties, as a component of a severance payment, the Bank will pay the executive a cash lump sum payment reasonably estimated to be equal to the value of such insurance coverages; and (vi) certain provisions were revised to be more aligned with best practices for executive agreements.

The foregoing description of the Amended Agreements do not purport to be complete and it is qualified in its entirety by reference to copies of the Amended Agreements that are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description



   10.1     Amended and Restated Employment Agreement between ESSA Bank & Trust,
          ESSA Bancorp, Inc. and Allan Muto



   10.2     Amended and Restated Employment Agreement between ESSA Bank & Trust,
          ESSA Bancorp, Inc. and Charles Hangen



   10.3     Amended and Restated Employment Agreement between ESSA Bank & Trust,
          ESSA Bancorp, Inc. and Peter Gray

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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