NOTE 19 - BENEFIT PLANS

Employee stock options. As of September 30, 2011, the Company has four employee stock plans: the 1997 Plan, the 1999 Plan, the 2002 Plan and the 2005 Plan. Equity awards from these plans generally become exercisable 25% per year after the date of grant but may vest immediately at management's discretion and expire no later than ten years from the date of grant.

The employee stock plans allow for grants of the Company's common stock in the form of incentive stock options (“ISOs”), non-qualified stock options, and stock appreciation rights. Under the 2005 Plan, the Company may also grant restricted stock, stock units, performance shares, stock awards, dividend equivalents and other stock-based awards. The Company does not record a tax benefit for option awards at the grant date since the options it issues are generally ISOs and employees have typically held the stock received on exercise for the requisite holding period.

The Company did not grant any options during fiscal 2011, 2010 or 2009.

At September 30, 2011, 2010 and 2009, the Company had unamortized compensation expense related to unvested stock options of $45,000, $202,000 and $453,000, respectively. The balance of the unamortized compensation at September 30, 2011 will be fully expensed during fiscal 2012. For fiscal 2011, 2010 and 2009, the Company recorded option compensation expense of $165,000, $226,000 and $613,000, respectively.

Restricted stock. During fiscal 2011, 2010 and 2009, the Company awarded a total of 214,568, 399,156 and 225,839 shares of restricted stock, respectively, valued at $1.4 million, $1.7 million and $828,000, respectively, and recorded compensation expense for outstanding restricted stock of $1.9 million, $2.7 million and $3.4 million (of which $33,000, $232,000 and $600,000 related to the accelerated vesting of awards for certain terminated employees), respectively.

In January 2011, in connection with the formation of LEAF, all of the outstanding restricted stock of LEAF Financial held by its senior management were exchanged for 1,000 shares of restricted stock of LEAF. The Company recorded equity-based compensation expense related to the LEAF and LEAF Financial restricted stock of $94,000, $57,000 and $142,000 for fiscal 2011, 2010 and 2009, respectively.

Performance-based awards. The Company issues performance-based awards which are earned based on the achievement of specified goals as of a designated measurement date. The goals typically include such measures as earnings per share, return on equity, revenues and assets under management. During fiscal 2011, 2010 and 2009, the Company awarded 36,000, 0, and 100,000 shares of performance-based restricted stock, respectively, and recorded compensation expense of $0, $96,000 and $113,000 during fiscal 2011, 2010 and 2009, respectively, related to performance awards that had been earned. There were no unvested earned awards outstanding during fiscal 2011.

Unearned Performance-based Restricted Stock	Shares
Outstanding, beginning of year		100,000
Awarded		36,000
Earned		0
Forfeited		0
Outstanding, end of year		136,000

Aggregate information regarding the Company's employee stock options as of September 30, 2011 is as follows:

				Weighted			Weighted
				Average			Average		Aggregate
				Exercise			Contractual		Intrinsic
Stock Options Outstanding	Shares			Price			Life		Value
Balance, beginning of year		2,506,600		$	9.04
Granted		−		$	−
Exercised		(404,041	)	$	(4.73	)
Forfeited and/or expired		(19,344	)	$	(5.08	)
Balance, end of year		2,083,215		$	9.90			2.5	$	1,636,000

Exercisable, September 30, 2011		2,060,528		$	9.90
Available for grant		778,359	(1)

(1)	At the Company's 2011 Annual Meeting, shareholders approved an 800,000 increase in the shares authorized for grant under the Company's 2005 Plan. The shares available for grant reflect this increase, as reduced by restricted stock award grants, net of forfeitures.

The following table summarizes the activity for nonvested employee stock options and restricted stock (excluding performance-based awards) during fiscal 2011:

	Shares			Weighted Average Grant Date Fair Value
Nonvested Stock Options
Outstanding, beginning of year		60,500		$	5.06
Granted		−		$	−
Vested		(36,313	)	$	(6.09	)
Forfeited and/or expired		(1,500	)	$	(4.02	)
Outstanding, end of year		22,687		$	3.48

Nonvested Restricted Stock
Outstanding, beginning of year (1)		741,086		$	7.40
Granted		214,568		$	6.53
Vested and issued		(300,127	)	$	(10.07	)
Forfeited		(6,520	)	$	(9.99	)
Outstanding, end of year		649,007		$	5.85

(1)	At September 30, 2010, included 69,300 shares of nonvested restricted stock that did not have dividend equivalent rights and, therefore, were excluded from the shares outstanding in the consolidated balance sheets; these shares were fully vested and were issued during fiscal 2011.

Deferred stock and deferred compensation plans. In addition to the employee stock plans, the Company has two plans for its non-employee directors (“Eligible Directors”), the 1997 Director Plan and the 2002 Director Plan. Each unit granted under these plans represents the right to receive one share of the Company's common stock.

The 1997 Director Plan has issued all of its authorized 173,450 units. As of September 30, 2011 and 2010, there were 104,070 units vested and outstanding under this plan.

Eligible Directors are eligible to participate in the 2002 Director Plan. Upon becoming a director, each Eligible Director receives units equal to a share compensation amount divided by the closing price of the Company's common stock on the date of grant. Eligible Directors receive an additional unit award on each anniversary of the date of initial grant equal to their share compensation divided by the closing price of the Company's common stock on the date of grant. Units vest on the later of: (i) the fifth anniversary of the date the recipient became an Eligible Director and (ii) the first anniversary of the grant of those units, except that units will vest sooner upon a change in control or death or disability of an Eligible Director, provided the Eligible Director has completed at least six months of service. Upon termination of service by an Eligible Director, shares of common stock are issued for vested units and all nonvested units are forfeited. The 2002 Director Plan provides for the issuance of 173,450 units and terminates on April 29, 2012, at which time the plan will no longer be able to make any additional grants (any grants outstanding at that time will be unaffected). As of September 30, 2011, there were 134,667 units outstanding (of which 100,552 were vested) under the 2002 Director Plan.

Aggregate information regarding the Company's two director plans at September 30, 2011 was as follows:

	Shares		Weighted Average Grant Date Fair Value
Director Units
Outstanding, beginning of year		217,507	$	6.57
Granted		21,230	$	6.36
Outstanding, end of year		238,737	$	6.56

Vested units		204,622	$	6.46
Available for grant		778,359

The following table summarizes the activity for outstanding nonvested director units during fiscal 2011:

	Shares			Weighted Average Grant Date Fair Value
Nonvested Director Units
Outstanding, beginning of year		34,050		$	7.71
Granted		21,230		$	6.36
Vested		(21,165	)	$	(5.31	)
Forfeited		−		$	−
Outstanding, end of year		34,115		$	8.36

Employee Stock Ownership Plan. The Company sponsors an Employee Stock Ownership Plan (“ESOP”) which is a qualified non-contributory retirement plan established to acquire shares of the Company's common stock for the benefit of its employees who are 21 years of age or older, have completed 1,000 hours of service and been employed by the Company for one year. Contributions to the ESOP were funded by the Company as set forth in the plan. The ESOP used a loan from the Company to acquire 105,000 shares of the Company's common stock. The loan was fully repaid in fiscal 2008 and all shares held by the Plan have been allocated to participants' accounts. Vested shares held by the plan are distributed upon the termination of the participant's employment with the Company or upon the termination of the ESOP. In December 2008, the Company filed an application under the voluntary correction program ("VCP") with the Internal Revenue Service (“IRS”) in order to correct certain compliance errors that were made with respect to the ESOP. The Company has finalized the corrections required under the VCP compliance statement. Furthermore, the United States Department of Labor (“DOL”) closed its audits of the ESOP and the Resource America, Inc. Investment Savings Plan (“401(k) Plan”) for the plan years from 2005 to 2009 without any significant changes or corrections required. The Company has decided to terminate the ESOP and, in connection with this termination, has filed for a final determination letter with the IRS. After receipt of this final determination letter (which the Company anticipates will be received in early fiscal 2012), the Company plans to distribute the available plan assets to participants and liquidate the ESOP trust. There was no compensation expense recorded related to this plan during fiscal 2011, 2010 or 2009.

Employee 401(k) Plan. The Company sponsors a qualified 401(k) Plan to enable employees to save for their retirement on a tax deferred basis. Employees are eligible to make elective deferrals commencing on the first day of the month after their date of hire. The Company will match 50% of such deferrals, limited to 10% of an employee's annual compensation, after the completion of 1,000 hours of service and having been employed by the Company for one year. The match contribution vests over a period of five years. In May 2010, the Company discovered errors in the calculation of the employer match and the calculation of the vested percentages for some employees and has paid the amounts required to correct the Plan. In January 2011, the Company filed for approval of these corrections under a VCP. The Company has recorded compensation expense of $712,000, $1.1 million and $951,000 for matching contributions during fiscal 2011, 2010 and 2009, respectively.

SERP. The Company established a SERP, which has Rabbi and Secular Trust components, for Mr. Edward E. Cohen (“Mr. E. Cohen”), while he was the Company's Chief Executive Officer. The Company pays an annual benefit equal to $838,000 during his lifetime or for a period of 10 years from June 2004, whichever is longer. The 1999 Trust, a secular trust, purchased and holds 100,000 shares of the common stock of TBBK ($716,000 fair value at September 30, 2011). The Company holds an additional 33,509 shares of TBBK common stock as well as $3,000 in cash at September 30, 2011 to support the Rabbi Trust portion of the SERP.

The components of net periodic benefit costs for the SERP were as follows (in thousands):

	Years Ended September 30,
	2011			2010			2009
Interest cost	$	366		$	430		$	484
Less: expected return on plan assets		(66	)		(59	)		(53	)
Plus: Amortization of unrecognized loss		298			263			192
Net cost	$	598		$	634		$	623

The reconciliation of the beginning and ending balances for the SERP benefit obligation and fair value of plan assets, comprised entirely of equity securities, as well as the funded status of the Company's SERP liability, is as follows (in thousands):

	September 30,
	2011			2010
Projected benefit obligation, beginning of year	$	7,626		$	7,486
Interest cost		366			430
Actuarial loss		1,062			548
Benefit payments		(838	)		(838	)
Projected benefit obligation, end of year	$	8,216		$	7,626

Fair value of plan assets, beginning of year	$	1,106		$	979
Actual gain on plan assets		61			127
Fair value of plan assets, end of year	$	1,167		$	1,106

Unfunded status	$	(7,049	)	$	(6,520	)
Unrecognized net actuarial loss		5,241			4,473
Net accrued cost	$	(1,808	)	$	(2,047	)

Amounts recognized in the consolidated balance sheets consist of:
Accrued benefit liability	$	(7,049	)	$	(6,520	)
Accumulated other comprehensive loss		2,970	(1)		2,507	(1)
Deferred tax asset		2,271			1,966
Net liability recognized	$	(1,808	)	$	(2,047	)

(1)	The estimated net loss for the plan that is expected to be amortized from accumulated other comprehensive loss into net periodic pension benefit cost over the next fiscal year is $334,000.

As of September 30, 2011, the fair value of the SERP plan asset by level within the fair value hierarchy was as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Asset:
Equity securities - TBBK	$	1,167	$	−	$	−	$	1,167

The SERP is expected to make benefit payments based on the same assumptions used to measure the Company's benefit obligation at September 30, 2011 (4.1% discount rate, 6% expected return on assets) over the next five fiscal years ending September 30, and thereafter, as follows (in thousands):

2012	$	838
2013		838
2014		821
2015		764
2016		739
Thereafter		3,228
	$	7,228