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): July 25, 2012

STANDARD FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-34893	27-3100949
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2640 Monroeville Boulevard, Monroeville, Pennsylvania	15146
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  412-856-0363

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))

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

On July 25, 2012, the Board of Directors of Standard Financial Corp. (the “Company”) granted stock options and restricted stock under its 2012 Equity Incentive Plan to its directors, officers and employees, including its named executive officers. A total of 83,475 stock options and 33,400 shares of restricted stock were granted to directors of the Company. In addition, a total of 194,600 stock options and 77,900 shares of restricted stock were granted to officers and employees of the Company.

The form of award agreements are filed as exhibits to this Current Report on Form 8-K.

Item 9.01                      Financial Statements and Exhibits

(a) Financial statements of businesses acquired.  Not Applicable.

(b) Pro forma financial information.  Not Applicable.

(c) Shell company transactions: Not Applicable.

(d) Exhibits.

The following Exhibit is attached as part of this report:

Exhibit No. Description

10.1 Form of stock option agreement with employees

10.2 Form of stock option agreement with outside directors

10.3 Form of restricted stock award agreement with employees

10.4 Form of restricted stock award agreement with outside directors

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.

		STANDARD FINANCIAL CORP.
DATE: July 25, 2012	By:	/s/ Timothy K. Zimmerman
		Timothy K. Zimmerman
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description

10.1 Form of stock option agreement with employees

10.2 Form of stock option agreement with outside directors

10.3 Form of restricted stock award agreement with employees

10.4 Form of restricted stock award agreement with outside directors

EX-10.1

EXHIBIT 10.1

EMPLOYEE

Stock Option

Granted by

STANDARD FINANCIAL CORP.

under the

STANDARD FINANCIAL CORP.

2012 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Standard Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant:  _________________________

2. Date of Grant:  July 25, 2012

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:  ____________________

(subject to adjustment pursuant to Section 10 hereof).

● This is an Incentive Stock Option (“ISO”).

4. Exercise price per share:  $ __________

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option:  July 24, 2022.

6. Vesting Schedule.  Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.

The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or July 25, 2013, and succeeding installments on each anniversary thereafter, through July 25, 2017.  To the extent the Options awarded to me are not equally divisible by “5,” any excess Options shall vest on July 25, 2017.

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.5 of the Plan (in the event of death or Disability or Involuntary Termination of Employment following a Change in Control).

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise of Option.  This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

(i) by tendering shares of Common Stock valued at Fair Market Value (as defined in Section 8.1(r) of the Plan) as of the day of exercise;

(ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

(iii) by a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option;

(iv) by personal, certified or cashier’s check;

(v) by other property deemed acceptable by the Committee; or

(vi) by any combination thereof.

8. Delivery of Shares.

Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.3 of the Plan.

10. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following  provisions:

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(i) Death.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death.  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year from the date of death, subject to termination on the expiration date of this Option, if earlier.

(ii) Disability.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii) Termination for Cause.  If the Participant’s Termination of Service is for  Cause, all Options that have not been exercised will expire and be forfeited.

(iv) Change in Control.In the event of the Participant’s Involuntary Termination of Employment following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.  A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

(v) Retirement.  If the Participant’s Termination of Service is due to Retirement (as defined in Section 8.1(aa) of the Plan), this Option may be exercised, to the extent it was vested and exercisable at the time of such termination, for a period of one year following termination (and all Options that have not vested will expire and be forfeited on the date of Retirement).

(vi) Other Termination.  If the Participant’s Termination of Service is for any reason other than due to death, Disability or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.

(vii) Incentive Option Treatment.  No Option will be eligible for treatment as an ISO in the event such Option is exercised more than three months following Termination of Service (except in the case of Termination of Service due to Disability).  In order to obtain ISO treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of Termination of Service.

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11. Miscellaneous.

11.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

11.3 Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.

11.4 This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.5 The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

	STANDARD FINANCIAL CORP.
By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2012 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Equity Incentive Plan.

PARTICIPANT

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EXHIBIT A

NOTICE OF EXERCISE OF OPTION

(BY EMPLOYEE)

I hereby exercise the stock option (the “Option”) granted to me by Standard Financial Corp. (the “Company”), subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Standard Financial Corp. 2012 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $_______ per share.

Enclosed please find (check one):

___ Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___ Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___ My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*

___ Please sell ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: ____________, _____. _________________________________________

Participant’s signature

*           If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

EX-10.2

EXHIBIT 10.2

OUTSIDE DIRECTOR

Stock Option

Granted by

STANDARD FINANCIAL CORP.

under the

STANDARD FINANCIAL CORP.

2012 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Standard Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant:  _________________________

2. Date of Grant:  July 25, 2012

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:  _______________

(subject to adjustment pursuant to Section 10 hereof).

● This is a Non-Qualified Stock Option.

4. Exercise price per share:  $ __________

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option:  July 24, 2022.

6. Vesting Schedule.  Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.

The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or July 25, 2013, and succeeding installments on each anniversary thereafter, through July 25, 2017.  To the extent the Options awarded to me are not equally divisible by “5,” any excess Options shall vest on July 25, 2017.

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.5 of the Plan (in the event of death or Disability or Termination of Service as a Director following a Change in Control).

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise of Option.  This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

(i) by tendering shares of Common Stock valued at Fair Market Value (as defined in Section 8.1(r) of the Plan) as of the day of exercise;

(ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

(iii) by a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option;

(iv) by personal, certified or cashier’s check;

(v) by other property deemed acceptable by the Committee; or

(vi) by any combination thereof.

8. Delivery of Shares.

Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.3 of the Plan.

10. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following  provisions:

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(i) Death.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death.  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year from the date of death, subject to termination on the expiration date of this Option, if earlier.

(ii) Disability.  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii) Termination for Cause.  If the Participant’s Termination of Service is for Cause, all Options that have not been exercised will expire and be forfeited.

(iv) A Change in Control.In the event of the Participant’s Termination of Service as a Director following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.  A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

(v) Retirement.  If the Participant’s Termination of Service is due to Retirement (as defined in Section 8.1(aa) of the Plan), this Option may be exercised, to the extent it was vested and exercisable at the time of such termination, for a period of one year following termination (and all Options that have not vested will expire and be forfeited on the date of Retirement).

(vi) Other Termination.  If the Participant’s Termination of Service is for any reason other than due to death, Disability or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.

11. Miscellaneous.

11.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

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11.3 In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such  transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.

11.4 This Option will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.5 The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any Subsidiary.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

	STANDARD FINANCIAL CORP.
By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2012 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Equity Incentive Plan.

PARTICIPANT

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OUTSIDE DIRECTOR

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

(BY OUTSIDE DIRECTOR)

I hereby exercise the stock option (the “Option”) granted to me by Standard Financial Corp. (the “Company”), subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Standard Financial Corp. 2012 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $_____________ per share.

Enclosed please find (check one):

___ Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___ Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___ My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*

___ Please sell ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: ____________, _____. _________________________________________

Participant’s signature

*           If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

EX-10.3

EXHIBIT 10.3

EMPLOYEE

Restricted Stock Award

Granted by

STANDARD FINANCIAL CORP.

under the

STANDARD FINANCIAL CORP.

2012 EQUITY INCENTIVE PLAN

This Restricted Stock Award Agreement (the “Restricted Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Standard Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant  _________________________

2. Date of Grant: July 25, 2012

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:  _______________

(subject to adjustment pursuant to Section 9 hereof).

4. Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.

The Restricted Stock Awards granted under the Plan shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or July 25, 2013, and succeeding installments on each anniversary thereafter, through July 25, 2017.  To the extent the shares of Restricted Stock awarded to me are not equally divisible by “5,” any excess shares of Restricted Stock shall vest on July 25, 2017.

Vesting will automatically accelerate pursuant to Section 2.5 of the Plan (in the event of death or Disability or Involuntary Termination of Employment following a Change in Control).

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be, in the Company’s sole discretion, either (i) registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company pending the vesting or forfeiture of the Restricted Stock, (ii) registered in the name of, and delivered to, the Participant, or (iii) issued in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6. Voting and Dividends.

The Participant will have the right to vote the shares of Restricted Stock awarded hereunder.

Any cash dividends declared on the non-vested Restricted Stock (and any earnings thereon) shall be immediately distributed to the Participant.

7. Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.

9. Effect of Termination of Service on Restricted Stock Award.

9.1 This Restricted Stock Award will vest as follows:

(i) Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of Termination of Service.

(ii) Disability.  In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of Termination of Service.

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(iii) Termination for Cause.  In the event of the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.

(iv) Change in Control.  In the event of an Involuntary Termination of Employment following a Change in Control, all Restricted Stock Awards will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of the Involuntary Termination of Employment.   A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

(v) Other Termination.  In the event of a Participant’s Termination of Service for any reason other than due to death, Disability, for Cause or following a Change in Control, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

10. Miscellaneous.

10.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

10.2 Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

10.3 This Restricted Stock Award and this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

10.4 This Restricted Stock Award and this Agreement are subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

	STANDARD FINANCIAL CORP.
By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2012 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Equity Incentive Plan.

PARTICIPANT

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EX-10.4

EXHIBIT 10.4

OUTSIDE DIRECTOR

Restricted Stock Award

Granted by

STANDARD FINANCIAL CORP.

under the

STANDARD FINANCIAL CORP.

2012 EQUITY INCENTIVE PLAN

This Restricted Stock Award Agreement (the “Restricted Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Standard Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant: _________________________

2. Date of Grant: July 25, 2012

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: _______________

(subject to adjustment pursuant to Section 9 hereof).

4. Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.

The Restricted Stock Awards granted under the Plan shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or July 25, 2013, and succeeding installments on each anniversary thereafter, through July 25, 2017.  To the extent the shares of Restricted Stock awarded to me are not equally divisible by “5,” any excess shares of Restricted Stock shall vest on July 25, 2017.

Vesting will automatically accelerate pursuant to Section 2.5 of the Plan (in the event of death or Disability or Termination of Service as a Director following a Change in Control).

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be, in the Company’s sole discretion, either (i) registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company pending the vesting or forfeiture of the Restricted Stock, (ii) registered in the name of, and delivered to, the Participant, or (iii) issued in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6. Voting and Dividends.

The Participant will have the right to vote the shares of Restricted Stock awarded hereunder.

Any cash dividends declared on the non-vested Restricted Stock (and any earnings thereon) shall be immediately distributed to the Participant.

7. Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.

9. Effect of Termination of Service on Restricted Stock Award.

9.1 This Restricted Stock Award will vest as follows:

(i) Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of Termination of Service.

(ii) Disability.  In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of Termination of Service.

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(iii) Termination for Cause.  In the event of the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.

(iv) Change in Control.  In the event of a Termination of Service as a Director following a Change in Control, all Restricted Stock Awards will vest as to all shares subject to an outstanding Award, whether or not fully vested, at the date of the Involuntary Termination of Employment.   A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

(v) Other Termination.  In the event of a Participant Termination of Service for any reason other than due to death, Disability, for Cause or following a Change in Control, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

10. Miscellaneous.

10.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

10.2 Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

10.3 This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

10.4 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

	STANDARD FINANCIAL CORP.
By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2012 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Equity Incentive Plan.

PARTICIPANT

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