PARKE BANCORP, INC. (Form: S-8, Received: 11/16/2015 15:56:17)

As filed with the Securities and Exchange Commission on November 16, 2015

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Parke Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey		65-1241959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

601 Delsea Drive, Washington Township, New Jersey	08080
(Address of principal executive offices)	(Zip Code)

Parke Bancorp, Inc.

2015 Equity Incentive Plan

(Full Title of the Plan)

Vito S. Pantilione

President and Chief Executive Officer

601 Delsea Drive

Washington Township, New Jersey 08080

(856) 256-2500

(Name, address and telephone number, including area code, of agent for service)

Copies to:

John J. Spidi, Esq.

Richard Fisch, Esq.

Joan S. Guilfoyle, Esq.

Jones Walker LLP

1227 25 th Street, N.W.

Suite 200 West

Washington, D.C. 20037

(202) 434-4660

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]		Accelerated filer [ ]
	Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [x]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common Stock, $0.10 par value per share		500,000 (2)		$12.71		$6,355,000		$639.95

(1)

Includes an indeterminate number of shares which may be necessary to adjust the number of additional shares of Common Stock reserved for issuance pursuant to the Parke Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”) and being registered herein, as the result of a stock split, stock dividend, reclassification, recapitalization, or similar adjustment(s) of the Common Stock.

(2)	Consists of up to 450,000 shares which may be issued upon the exercise of stock options and 50,000 shares that may be issued upon the grant of restricted stock awards.

(3)	Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(c) based on the average of the high and low prices for the Common Stock of the Registrant as reported on the NASDAQ Capital Market on November 12, 2015.

This Registration Statement shall become effective automatically upon the date of filing, in accordance with Rule 462(a) under the Securities Act of 1933 .

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1 . Plan Information and Item 2 . Registrant Information and Employee Plan Annual Information *

*The documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. Such documents are not filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on Rule 428. These documents, and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 . Incorporation of Documents by Reference.

Parke Bancorp, Inc. (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, accordingly, files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) from the Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

The following documents filed by the Company are incorporated in this Registration Statement by reference (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission):

(a) The description of the Company’s securities contained in the Company’s Registration Statement on Form S-4, as filed with the Commission on January 31, 2005 (Registration No. 333-122406) and any amendment or report filed thereafter for the purposes of updating such description;

(b) The Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Commission on March 20, 2015 (Registration No. 000-51338);

(d) The Company’s Current Reports on Form 8-K filed with the Commission on January 6, 2015, January 12, 2015, January 23, 2015, January 29, 2015, March 25, 2015, April 20, 2015, April 22, 2015, June 26, 2015, July 22, 2015, September 24, 2015, October 21, 2015 and October 30, 2015;

(e) The Company’s Quarterly Report for the quarter ended March 31, 2015, filed with the Commission on May 15, 2015 (Registration No. 000-51338);

(f) The Company’s Quarterly Report on Form 10-Q/A as filed with the Commission on May 27, 2015;

(f) The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 as filed with the Commission on August 14, 2015 (Registration No. 000-51338); and

(g) The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 as filed with the Commission on November 13, 2015 (Registration No. 000-51338).

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4 . Description of Securities.

Not Applicable.

Item 5 . Interests of Named Experts and Counsel.

Not Applicable.

Item 6 . Indemnification of Directors and Officers.

The Company has authority under the New Jersey Business Corporation Act to indemnify its directors and officers to the extent provided in such statute. Article XVIII of the Certificate of Incorporation of the Company requires indemnification of directors, officers, employees or agents of the Company to the full extent permissible under New Jersey law either now or hereafter.

In general, New Jersey law permits a New Jersey corporation to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful.

The provisions of the New Jersey Business Corporation Act that authorize indemnification do not eliminate the duty of care of a director or other corporate agent and, in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under New Jersey law. In addition, each director will continue to be subject to liability for (a) violations of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution, and (d) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the

Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. The statute does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Further, the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Articles.

Item 7 . Exemption From Registration Claimed.

Not Applicable.

Item 8 . Exhibits.

For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.

Item 9 . Undertakings.

(a) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Washington Township of the State of New Jersey, on the 16th day of November, 2015.

	PARKE BANCORP, INC.
	By:	/s/ Vito S. Pantilione
		Vito S. Pantilione
		President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Parke Bancorp, Inc., do hereby severally constitute and appoint Vito S. Pantilione as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said Vito S. Pantilione may deem necessary or advisable to enable Parke Bancorp, Inc., to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the registrant, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Vito S. Pantilione shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the date indicated.

/s/ Celestino R. Pennoni		/s/ Vito S. Pantilione
Celestino R. Pennoni Chairman of the Board and Director		Vito S. Pantilione President, Chief Executive Officer and Director
Date:	November 16, 2015	Date:	November 16, 2015
/s/ Fred G. Choate		/s/ Daniel J. Dalton
Fred G. Choate Director		Daniel J. Dalton Director
Date:	November 16, 2015	Date:	November 16, 2015
/s/ Arret F. Dobson
Arret F. Dobson Director		Anthony Jannetti Director
Date:	November 16, 2015	Date:	November __, 2015

Edward Infantolino Director		Jeffrey H. Krippitz Director
Date:	November __, 2015	Date:	November __, 2015

/s/ Jack C. Shepard, Jr.
Jack C. Shepard, Jr. Director		Ray H. Tresch Director
Date:	November 16, 2015	Date:	November __, 2015
/s John F. Hawkins
John F. Hawkins Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	November 16, 2015

INDEX TO EXHIBITS

Exhibit	Description

4.1	Form of Common Stock Certificate (1)

5.1	Opinion as to legality

10.1	Form of Stock Option Agreement

10.2	Form of Restricted Stock Award Agreement

23.1	Consent of Jones Walker LLP (included in their opinion filed as Exhibit 5.1)

23.2	Consent of RSM US LLP

24.1	Power of Attorney (included as part of signature page)

(1) Incorporated herein by reference to Exhibit 4 to Form S-4, Registration Statement initially filed with the Commission on January 31, 2005, Registration No. 333-122406.

Exhibit 5.1

[Letterhead of Jones Walker, LLP]

November 16, 2015

Board of Directors

Parke Bancorp, Inc.

601 Delsea Drive

Washington Township, New Jersey 08080

RE: Registration Statement on Form S-8 :

Parke Bancorp Inc. Equity Incentive Plan

Ladies and Gentlemen:

We have acted as special counsel to Parke Bancorp, Inc., a New Jersey corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the issuance of up to 500,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) pursuant to options and restricted awards granted under the Company’s 2015 Equity Incentive Plan (the “Plan”) as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering.

We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued in accordance with the terms of the Plan will be validly issued, fully paid, and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the New Jersey Business Corporation Act and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

	Sincerely,

	/s/ Jones Walker LLP

	Jones Walker LLP

Exhibit 10.1

FORM OF STOCK OPTION AGREEMENT

PARKE BANCORP, INC.

2015 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Parke Bancorp, Inc. (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: ___________ __, 201__

3.	Total number of shares of Company common stock, $0.10 par value per share, that may be acquired pursuant to this Option :

__________ shares of common stock (subject to adjustment pursuant to Section 10 hereof).

# of Options intended to qualify as Incentive Stock Options: ________

# of Options being Non-Qualified Stock Options: _______

4. Exercise price per share: $__________ (subject to adjustment pursuant to Section 10 below).

5.	Expiration Date of Option: _________ __, 20__, subject to earlier expiration due to Termination of Service.

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 following vesting schedule:___________________________________________________________________

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.6, 2.9 and 4.1 of the Plan (in the event of death or Disability or Termination of Service of the Participant or upon 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 7.2 hereof) 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 (only applicable to Non-Qualified Stock Options).

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

(v) by any combination thereof.

7.2 “Fair Market Value” shall have the meaning set forth in Section 8.1(s) of the Plan.

8. Delivery of Shares.

8.1 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. Change in Control.

9.1 In the event of 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.

9.2 A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10. 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.

11. Termination of Option and Accelerated Vesting.

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

(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 following Termination of Service due to death.

(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 following Termination of Service due to Disability.

(iii) Retirement. If the Participant’s Service terminates due to Retirement (as defined in Section 8.1 of the Plan, unless specifically provided otherwise by the Committee, 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. All unvested Options will be forfeited.

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

(v) Other Termination. If the Participant’s Service terminates 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. All unvested Options will be forfeited.

12. Miscellaneous.

12.1 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.

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

12.3 In the discretion of the Committee and in accordance with Section 7.2 of the Plan, a Non-Qualified Stock Option (but not any Incentive Stock Options) 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.

12.4 This Option will be governed by and construed in accordance with the laws of the State of New Jersey.

12.5 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.

12.6 Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 is an adverse tax consequence), the Participant shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock to the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock.

[Remainder of Page Intentionally Blank]

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.

PARKE BANCORP, INC.

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 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

PARTICIPANT

__________________________

EXHIBIT A

NOTICE OF EXERCISE OF STOCK OPTION

I hereby exercise the stock option (the “Option”) granted to me by Parke Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Parke Bancorp, Inc. 2015 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.

I wish to pay the purchase price by (check one or more):

[Any payment to be delivered must accompany this Notice of Exercise of Option]

___ 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.*

___ A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price (not permissible for incentive stock options).

___ A check (personal, certified or cashier’s) in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.*

___ Please sell ______ shares from my Option shares through a broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.

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 been 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.

EXHIBIT B

ACKNOWLEDGMENT OF RECEIPT OF SHARES

I hereby acknowledge the delivery to me by Parke Bancorp, Inc. (the “Company”) or its affiliate on _____________________________, of stock certificates for ____________________ shares of common stock of the Company purchased by me pursuant to the terms and conditions of the Stock Option Agreement and the Parke Bancorp, Inc. 2015 Equity Incentive Plan, as applicable, which shares were transferred to me on the Company’s stock record books on ____________________.

Date:________________ ___________________________

Participant’s signature

Exhibit 10.2

FORM OF RESTRICTED STOCK AWARD AGREEMENT

PARKE BANCORP, INC.

2015 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “ Plan ”) of Parke Bancorp, Inc. (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: __________ __, 201__

3. Total number of shares of Company common stock, $0.10 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: ________________________.

4.1 Vesting will automatically accelerate pursuant to the terms set forth by the Committee and Sections 2.5, 2.8 and 4.1 of the Plan (in the event of death, Disability or Retirement of the Participant or 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 either 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, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing,

the Company may, in its sole discretion, issue Restricted Stock 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. Dividends.

6.1 The Participant will not have the right to vote the shares of Restricted Stock awarded hereunder.

6.2 Any cash dividends or distributions declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant within thirty days of the respective dividend payment date. Any stock dividends declared with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on which the dividend was declared.

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. Change in Control.

8.1 In the event of a Change in Control, all Restricted Stock Awards subject to this Agreement will become earned and non-forfeitable as of such date of a Change in Control.

8.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.

9. 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.

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

10.1 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 subject to this Agreement which would otherwise vest as of the next vesting event shall nevertheless vest at the date of such Termination of Service.

(ii) Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock subject to this Agreement which would otherwise vest as of the next vesting event shall nevertheless vest at the date of such date of Termination of Service.

(iii) Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.

(iv) Other Termination. If the Participant terminates Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.

11. Miscellaneous.

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

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

11.3 This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.

11.4 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.

11.5 The Participant shall have the right to direct the Company to satisfy the minimum required federal, state and local tax withholding by withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required tax withholding.

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.

PARKE BANCORP, INC.

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 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

PARTICIPANT

_______________________

EXHIBIT A

ACKNOWLEDGMENT OF RECEIPT OF EARNED SHARES

I hereby acknowledge the delivery to me by Parke Bancorp, Inc. (the “Company”) or its affiliate on _____________________________, of stock certificates for ____________________ shares of common stock of the Company earned by me pursuant to the terms and conditions of the Restricted Stock Agreement and the Parke Bancorp, Inc. 2015 Equity Incentive Plan, which shares were transferred to me on the Company’s stock record books on ____________________.

Date: _____________________

_____________________

Participant’s signature

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Parke Bancorp, Inc., of our report dated March 20, 2015, relating to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of Parke Bancorp, Inc. for the fiscal year ended December 31, 2014.

/s/ RSM US LLP

Blue Bell, Pennsylvania

November 16, 2015