Common use of Employee Benefits; Advisory Board Clause in Contracts

Employee Benefits; Advisory Board. 7.8.1 PFS will review all other FSBI Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plans. In the event employee compensation and/or benefits as currently provided by FSBI or First Savings Bank are changed or terminated by PFS, in whole or in part, PFS shall provide Continuing Employees (as defined below in Section 7.8.8) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated PFS employees (as of the date any such compensation or benefit is provided). All FSBI Employees who become participants in an PFS Compensation and Benefit Plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of FSBI or First Savings Bank or any predecessor thereto prior to the Effective Time, provided, however, that credit for prior service shall not be given under the PFS ESOP or under the PFS retiree health plan. This Agreement shall not be construed to limit the ability of PFS or The Provident Bank to terminate the employment of any employee or to review employee benefits programs from time to time and to make such changes as they deem appropriate. 7.8.2 The FSBI Employee Stock Ownership Plan (the “FSBI ESOP”) shall be terminated as of, or prior to, the Effective Time (all shares held by the ESOP shall be converted into the right to receive the Merger Consideration, as elected by the ESOP participants), all outstanding FSBI ESOP indebtedness shall be repaid, and the balance of the shares and any other assets remaining in the Loan Suspense Account (as such term is defined in the FSBI ESOP) shall be allocated and distributed to FSBI ESOP participants (subject to the receipt of a favorable determination letter from the IRS), as provided for in the FSBI ESOP and unless otherwise required by applicable law. Prior to the Effective Time, FSBI, and following the Effective Time, PFS shall use their respective best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). FSBI and following the Effective Time, PFS, will adopt such amendments to the FSBI ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither FSBI, nor following the Effective Time, PFS shall make any distribution from the FSBI ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and the terms of the FSBI ESOP, the terms of the FSBI ESOP shall control, however, in the event of any such conflict, FSBI before the Merger, and PFS, after the Merger, shall use their best efforts to cause the ESOP to be amended to conform to the requirements of this Section. 7.8.3 PFS shall assume and honor in accordance with their terms and the methodology for determining the benefits and payments due thereunder that is set forth in PFS DISCLOSURE SCHEDULE 7.8.3, the employment and change in control agreements between FSBI or First Savings Bank and any officer or employee thereof which are listed in FSBI DISCLOSURE SCHEDULE 4.13.13. Each of the officers and employees referenced in FSBI DISCLOSURE SCHEDULE 4.13.13 who may be entitled to a payment under an employment agreement or change in control agreement, together with First Savings Bank, FSBI, The Provident Bank and PFS, shall sign an acknowledgment in connection with the execution of this Agreement, which shall be included in PFS DISCLOSURE SCHEDULE 7.8.3, agreeing to the methodology set forth therein. At the time of payment of the amounts set forth in Sections 5(c) and 5(d) of the employment agreements and Sections 3 and 3(b) of the change in control agreements, each officer or employee receiving payment thereunder shall enter into an acknowledgment and release, satisfactory in form to PFS, acknowledging that no further payments are due under such sections and releasing FSBI, First Savings Bank, PFS and The Provident Bank and their respective officers, directors and employees from any and all claims arising thereunder. 7.8.4 FSBI shall cause First Savings Bank to terminate the First Savings Bank Supplemental Executive Retirement Plan, restated effective as of January 1, 1997 (“SERP I”), and the First Savings Bank Supplemental Executive Retirement Plan II (“SERP II”), prior to December 31, 2003, and to distribute prior to December 31, 2003, the present value of the benefits to which the participants therein are entitled. Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment, satisfactory in form to PFS, agreeing to the methodology for payments of the amount(s) to which he is entitled under SERP I and SERP II and upon payment of such amounts, releasing First Savings Bank, FSBI, PFS and The Provident Bank from any and all claims arising thereunder. Further, Xx. Xxxxxx’x acknowledgment shall specifically acknowledge that the income recognized under this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.5 Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment attached to FSBI DISCLOSURE SCHEDULE 7.8.3 whereby he agrees to exercise all vested options previously granted to him on or before December 31, 2003, as set forth on FSBI DISCLOSURE SCHEDULE 3.4. Further such acknowledgment and release shall specifically acknowledge that the income recognized pursuant to the exercises contemplated by this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.6 FSBI agrees to cause First Savings Bank to terminate the FSB Non-Employee Director Retirement Plan (“Director Retirement Plan”) as of, or prior to, the Effective Time, and to distribute the present value of the amounts payable thereunder, which present value is set forth in FSBI DISCLOSURE SCHEDULE 4.13.13, in a lump sum to participants on or before the Closing Date. Participants in the Director Retirement Plan who are entitled to benefits in connection with the termination of the Director Retirement Plan shall agree to enter into a unanimous written consent to terminate such plan contemporaneously with the execution of this Agreement. PFS and The Provident Bank shall, as of the Effective Time, assume the First Savings Bank Deferred Fee Plan (“Deferred Fee Plan”). Prior to the Effective Time, FSBI shall cause First Savings Bank to amend the Deferred Fee Plan: (i) to prohibit the deferral of additional fee amounts on or after the Effective Time; (ii) to require that amounts that are invested in FSBI stock continue to be invested in stock of FSBI (or stock of its successor,) and be distributed to participants in the form of stock of the FSBI or its successor; and (iii) to prohibit the termination of the Deferred Fee Plan without the unanimous written consent of the participants with unpaid benefits thereunder; provided however, that no such amendment will be made if it results in variable accounting for the Deferred Fee Plan.. 7.8.7 PFS shall honor in accordance with its terms the First Savings Bank Employee Severance Plan, provided, however that prior to the Closing Date, FSBI shall cause First Savings Bank to amend the First Savings Bank Employee Severance Compensation Plan to require any employee receiving a severance benefit thereunder to execute an acknowledgement and release of employment-related claims (excluding claims for employee benefits due and payable after the date of execution of the release), in a form satisfactory to PFS and The Provident Bank. 7.8.8 In the event of any termination of any FSBI or First Savings Bank health plan or consolidation of any such plan with any PFS or The Provident Bank health plan, PFS shall make available to employees of FSBI or First Savings Bank who continue employment with PFS or a PFS Subsidiary (“Continuing Employees”) and their dependents employer-provided health coverage on the same basis as it provides such coverage to PFS employees. Unless a Continuing Employee affirmatively terminates coverage under a FSBI health plan prior to the time that such Continuing Employee becomes eligible to participate in the PFS health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the FSBI health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of PFS and their dependents. In the event of a termination or consolidation of any FSBI health plan, terminated FSBI employees and qualified beneficiaries will have the right to continued coverage under group health plans of PFS in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any FSBI health plan, or consolidation of any FSBI health plan with any PFS health plan, any coverage limitation under the PFS health plan due to any pre-existing condition shall be waived by the PFS health plan to the degree that such condition was covered by the FSBI health plan and such condition would otherwise have been covered by the PFS health plan in the absence of such coverage limitation. All FSBI Employees who cease participating in an FSBI health plan and become participants in a comparable PFS health plan shall receive credit for any co-payment and deductibles paid under FSBI’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the PFS health plan, upon substantiation, in a form satisfactory to PFS that such co-payment and/or deductible has been satisfied. PFS shall assume the retiree health plan of FSBI and First Savings and shall have the same rights and obligations thereunder. 7.8.9 Effective as of the Closing Date, PFS shall establish an Advisory Board (the “Advisory Board”). Each person who serves on the Board of Directors of FSBI or First Savings Bank (except for the directors who join the PFS Board of Directors pursuant to Section 2.5 of this Agreement) both on the date of this Agreement and immediately prior to the Effective Time, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive health insurance coverage and an annual advisory board fee, the aggregate cost of which shall not exceed $24,000 per year per advisory board member. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three (3) years.

Employee Benefits; Advisory Board. 7.8.1 PFS 7.6.1 Except as otherwise provided in this Agreement, Cape Bancorp will review all other FSBI the Colonial Financial Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plansplans after the Effective Time. In the event employee compensation and/or benefits as currently provided by FSBI or First Savings Bank are changed that any Colonial Financial Compensation and Benefit Plan is frozen or terminated by PFSCape Bancorp, former employees of Colonial Financial who become employees of Cape Bancorp or Cape Bank after the Effective Time (“Continuing Employees”) who were participants in whole such plan shall be eligible to participate in any Cape Bancorp Compensation and Benefit Plan of similar character (to extent that one exists, other than any Cape Bancorp non-qualified deferred compensation plan, employment agreement, change in control agreement or in partequity incentive plan or other similar-type of arrangement, PFS shall provide Continuing Employees (as defined below in Section 7.8.8) with compensation and benefits that are, in or the aggregate, substantially similar to the compensation and benefits provided to similarly situated PFS employees (as of the date any such compensation or benefit is providedCape Bancorp Defined Benefit Plan). All FSBI Continuing Employees who become participants in an PFS a Cape Bancorp Compensation and Benefit Benefits Plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) be given credit for meeting eligibility and vesting requirements in such plans for service as an employee of FSBI or First Savings Bank Colonial Financial or any predecessor thereto prior to the Effective Time, ; provided, however, that credit for prior service shall not be given under the PFS Cape Bancorp ESOP or under the PFS retiree health planonly for purposes of determining eligibility to participate in such plan and not for vesting purposes. This Agreement shall not be construed to limit the ability of PFS Cape Bancorp or The Provident Cape Bank to terminate the employment of any Colonial Financial employee or to review employee benefits programs any Colonial Financial Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.8.2 The FSBI Employee Stock Ownership Plan 7.6.2 Subject to any regulatory approvals, non-objections or limitations that Cape may consider necessary or applicable under the FDIC Golden Parachute Rules, Cape Bancorp shall honor the contractual terms of all employment, consulting, change in control, severance and deferred compensation agreements, if any, listed on Colonial Financial DISCLOSURE SCHEDULE 4.13.1 (collectively, the “FSBI ESOPColonial Financial Non-Qualified Agreements”) shall be ), except to the extent any such agreement is superseded or terminated as of, or prior tofollowing, the Effective Time (all shares held by Time. The estimated amounts payable under the ESOP Colonial Financial Non-Qualified Agreements are set forth in the Benefits Schedule. Notwithstanding anything contained in the Colonial Financial Non-Qualified Agreements or in this Agreement, no payment shall be converted into the right to receive the Merger Consideration, as elected by the ESOP participants), all outstanding FSBI ESOP indebtedness shall be repaid, and the balance of the shares and made under any other assets remaining in the Loan Suspense Account Non-Qualified Agreement that would constitute a “parachute payment” (as such term is defined in the FSBI ESOP) shall be allocated and distributed to FSBI ESOP participants (subject to the receipt of a favorable determination letter from the IRS), as provided for in the FSBI ESOP and unless otherwise required by applicable law. Prior to the Effective Time, FSBI, and following the Effective Time, PFS shall use their respective best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). FSBI and following the Effective Time, PFS, will adopt such amendments to the FSBI ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither FSBI, nor following the Effective Time, PFS shall make any distribution from the FSBI ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and the terms 280G of the FSBI ESOP, the terms of the FSBI ESOP shall control, however, in the event of any such conflict, FSBI before the Merger, and PFS, after the Merger, shall use their best efforts to cause the ESOP to be amended to conform to the requirements of this Section. 7.8.3 PFS shall assume and honor in accordance with their terms and the methodology for determining the benefits and payments due thereunder that is set forth in PFS DISCLOSURE SCHEDULE 7.8.3, the employment and change in control agreements between FSBI or First Savings Bank and any officer or employee thereof which are listed in FSBI DISCLOSURE SCHEDULE 4.13.13. Each of the officers and employees referenced in FSBI DISCLOSURE SCHEDULE 4.13.13 who may be entitled to a payment under an employment agreement or change in control agreement, together with First Savings Bank, FSBI, The Provident Bank and PFS, shall sign an acknowledgment in connection with the execution of this Agreement, which shall be included in PFS DISCLOSURE SCHEDULE 7.8.3, agreeing to the methodology set forth therein. At the time of payment of the amounts set forth in Sections 5(c) and 5(d) of the employment agreements and Sections 3 and 3(b) of the change in control agreements, each officer or employee receiving payment thereunder shall enter into an acknowledgment and release, satisfactory in form to PFS, acknowledging that no further payments are due under such sections and releasing FSBI, First Savings Bank, PFS and The Provident Bank and their respective officers, directors and employees from any and all claims arising thereunder. 7.8.4 FSBI shall cause First Savings Bank to terminate the First Savings Bank Supplemental Executive Retirement Plan, restated effective as of January 1, 1997 (“SERP I”Code), and to the First Savings Bank Supplemental Executive Retirement Plan II (extent any payments or benefits would constitute a “SERP II”), prior parachute payment,” such payments and/or benefits will be reduced to December 31, 2003, and the extent necessary to distribute prior to December 31, 2003, the present value avoid penalties under Section 280G of the benefits to which the participants therein are entitled. Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment, satisfactory in form to PFS, agreeing to the methodology for payments of the amount(s) to which he is entitled under SERP I and SERP II and upon payment of such amounts, releasing First Savings Bank, FSBI, PFS and The Provident Bank from any and all claims arising thereunder. Further, Xx. Xxxxxx’x acknowledgment shall specifically acknowledge that the income recognized under this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreementCode. 7.8.5 Contemporaneously 7.6.3 For purposes of Cape Bank’s vacation and/or paid leave benefit programs, Cape Bank will give each Continuing Employee credit for such individual’s accrued paid-time off balance with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment attached to FSBI DISCLOSURE SCHEDULE 7.8.3 whereby he agrees to exercise all vested options previously granted to him on or before December 31, 2003, as set forth on FSBI DISCLOSURE SCHEDULE 3.4. Further such acknowledgment and release shall specifically acknowledge that the income recognized pursuant to the exercises contemplated by this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.6 FSBI agrees to cause First Savings Bank to terminate the FSB Non-Employee Director Retirement Plan (“Director Retirement Plan”) as of, or prior to, the Effective Time, and to distribute the present value of the amounts payable thereunder, which present value is set forth in FSBI DISCLOSURE SCHEDULE 4.13.13, in a lump sum to participants on or before the Closing Date. Participants in the Director Retirement Plan who are entitled to benefits in connection with the termination of the Director Retirement Plan shall agree to enter into a unanimous written consent to terminate such plan contemporaneously with the execution of this Agreement. PFS and The Provident Bank shall, Colonial Financial as of the Effective Time. 7.6.4 Notwithstanding any other provision hereof, assume Colonial Financial shall have the First Savings Bank Deferred Fee Plan (“Deferred Fee Plan”). Prior right to the Effective Time, FSBI shall cause First Savings Bank agree to amend the Deferred Fee Plan: (i) to prohibit the deferral of additional fee amounts on or after the Effective Time; (ii) to require that amounts that are invested in FSBI stock continue to be invested in stock of FSBI (or stock of its successor,) and be distributed to participants pay up in the form aggregate up to $100,000 in retention bonuses to certain employees, but no more than $30,000 to any individual employee. Colonial Financial Schedule 7.6.4 lists those employees who are to receive such bonuses, and the amount of stock bonus payable to each such employee. Any bonus payments hereunder shall be subject to any applicable regulatory approvals, non-objections or limitations imposed that Cape Bank may consider necessary or applicable under the FDIC Golden Parachute Rules, and further provided that to receive such bonus an employee must remain an employee of Colonial Financial from the FSBI or its successor; and (iii) to prohibit the termination of the Deferred Fee Plan without the unanimous written consent of the participants with unpaid benefits thereunder; provided however, that no such amendment will be made if it results in variable accounting for the Deferred Fee Plan.. 7.8.7 PFS shall honor in accordance with its terms the First Savings Bank Employee Severance Plan, provided, however that prior to date hereof through the Closing Date. In the event any such employees are subsequently terminated by Cape Bancorp, FSBI they shall cause First Savings Bank be entitled to amend the First Savings Bank Employee Severance Compensation Plan to require any employee receiving a severance benefit thereunder to execute an acknowledgement and release of employment-related claims (excluding claims payments provided for employee benefits due and payable after the date of execution of the release), in a form satisfactory to PFS and The Provident Bankunder Section 7.6.7 hereof. 7.8.8 7.6.5 In the event of any termination of any FSBI or First Savings Bank Colonial Financial health plan or consolidation of any such plan with any PFS Cape Bancorp or The Provident Cape Bank health plan, PFS Cape Bancorp shall make available to employees of FSBI or First Savings Bank who continue employment with PFS or a PFS Subsidiary (“Continuing Employees”) Employees and their dependents employer-provided health coverage on the same basis as it provides such coverage to PFS Cape Bancorp employees. Unless a Continuing Employee affirmatively terminates coverage under a FSBI Colonial Financial health plan prior to the time that such Continuing Employee becomes eligible to participate in the PFS Cape Bancorp health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the FSBI Colonial Financial health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of PFS Cape Bancorp and their dependents. In the event of a termination or consolidation of any FSBI Colonial Financial health plan, terminated FSBI Colonial Financial employees and qualified beneficiaries will have the right to continued coverage under group health plans of PFS Cape Bancorp in accordance with Code COBRA. 7.6.6 Cape Bancorp agrees to take all such actions related to the Colonial Financial 401(k) Plan as stated in Section 4980B(f6.12 of this Agreement. 7.6.7 Any employee of Colonial Financial or a Colonial Financial Subsidiary who is not a party to an employment, change in control or severance agreement or other separation agreement that provides a cash severance benefit on termination of employment, whose employment is terminated involuntarily (other than for cause) at the Effective Time of the Bank Merger or within six (6) months following the Effective Time of the Bank Merger shall, subject to any regulatory approvals, non-objections or limitations that Cape may consider applicable under the FDIC Golden Parachute Rules, receive a lump sum severance payment from Cape Bancorp or Cape Bank equal to 6 weeks’ base salary or base rate of pay for non-exempt/non-officers and one (1) month of health benefits under the Cape Bank health plan (if enrolled in a Colonial Financial or Cape Bank health plan at the time of termination of employment) or 8 weeks’ base salary or base rate of pay for exempt/officers and two (2) months of benefits under the Cape Bank health plan (if enrolled in a Colonial Financial or Cape Bank health plan at the time of termination of employment) (the benefits provided hereunder shall be deemed to be provided under a “Cape Bancorp Severance Plan”), consistent provided, however that such employee enters into a release of claims against Cape Bancorp and its affiliates in a customary form reasonably satisfactory to Cape Bancorp. 7.6.8 Subject to Closing, the Colonial Financial ESOP shall be terminated immediately prior to the Effective Time (the “ESOP Termination Date”). Colonial Financial ESOP shall continue to accrue and make contributions to such Colonial Financial ESOP for the plan year ending as of the ESOP Termination Date in accordance with the provisions belowESOP share acquisition loan amortization schedule in effect as of the date of this Agreement. In no event later than one (1) business day prior to the event Effective Time, a sufficient number of any unallocated shares held as collateral pursuant to the Colonial Financial ESOP shall be used to repay the outstanding ESOP share acquisition loan, and immediately thereafter Colonial Financial will take all necessary actions to extinguish the remaining ESOP share acquisition loan. The Colonial Financial ESOP shall terminate in accordance with its terms and all plan assets (with the exception of the unallocated shares that are used to repay the outstanding ESOP share acquisition loan) shall be allocated for the benefit of such plan participants as of the ESOP Termination Date, subject to a receipt of a determination letter from the IRS with respect to the tax-qualified status of the Colonial Financial ESOP on termination. Not later than the Effective Time, all remaining shares of Colonial Financial ESOP Common Stock held by the Colonial Financial ESOP as of the Effective Time shall be converted into the right to receive the Merger Consideration. In connection with the termination of any FSBI health planthe Colonial Financial ESOP, Colonial Financial or consolidation Colonial Bank immediately prior to the Effective Time, and/or Cape Bank following the Effective Time of any FSBI health plan with any PFS health planthe Bank Merger, any coverage limitation under shall use their best efforts to seek a favorable determination letter from the PFS health plan due to any pre-existing condition IRS on the termination of the Colonial Financial ESOP. As soon as administratively practicable following the receipt of a favorable determination letter on the termination of the Colonial Financial ESOP, the account balances in the ESOP shall be waived by the PFS health plan either distributed to the degree that such condition was covered by the FSBI health participants and beneficiaries or transferred to an eligible tax-qualified retirement plan and such condition would otherwise have been covered by the PFS health plan in the absence of such coverage limitation. All FSBI Employees who cease participating in an FSBI health plan and become participants in or individual retirement account as a comparable PFS health plan shall receive credit for any co-payment and deductibles paid under FSBI’s health plan for purposes of satisfying any applicable deductible participant or out-of-pocket requirements under the PFS health plan, upon substantiationbeneficiary may direct, in a form satisfactory to PFS that such co-payment and/or deductible has been satisfied. PFS shall assume accordance with the retiree health plan requirements of FSBI the Code and First Savings and shall have the same rights and obligations thereunderERISA. 7.8.9 7.6.9 Effective as of the Closing Date, PFS Cape Bancorp shall establish an Advisory Board (the “Colonial Advisory Board”). Each person , and those persons who serves serve on the Colonial Financial Board of Directors (other than the Colonial Financial board members who shall serve on the Cape Bancorp or Cape Bank board), and who are designated by Cape Bancorp, in consultation with Colonial Financial, shall be offered membership on the Colonial Advisory Board. Members of FSBI or First Savings Bank the Colonial Advisory Board shall serve for an initial term of one (except for the directors who join the PFS Board of Directors pursuant to Section 2.5 of this Agreement1) both on year from the date of this Agreement and immediately prior to the Effective Time, shall be appointed to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive health insurance coverage and an annual advisory board fee, the aggregate cost of which shall not exceed $24,000 per year per advisory board member. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued for a period of three (3) yearsMerger.

Employee Benefits; Advisory Board. 7.8.1 PFS 7.6.1 Except as otherwise provided in this Agreement, Northfield Bancorp will review all other FSBI the VSB Bancorp Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plansplans on or after the Effective Time. In the event employee compensation and/or benefits as currently provided by FSBI or First Savings Bank are changed If any VSB Bancorp Compensation and Benefit Plan is frozen or terminated by PFSNorthfield Bancorp, former employees of VSB Bancorp or Victory Bank who become employees of Northfield Bancorp or Northfield Bank after the Effective Time (“Continuing Employees”) who were participants in whole such plan shall be eligible to participate in any Northfield Bancorp Compensation and Benefit Plan of similar character, to extent that one exists (other than any Northfield Bancorp non-qualified deferred compensation plan, employment agreement, change in control agreement, supplemental executive arrangement or in part, PFS shall provide Continuing Employees (as defined below in Section 7.8.8) with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated PFS employees (as equity incentive plan or other similar-type of the date any such compensation or benefit is providedarrangement). All FSBI Continuing Employees who become participants in an PFS a Northfield Bancorp Compensation and Benefit Benefits Plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) shall be given credit for meeting eligibility and vesting requirements only (and not for benefit accrual purposes, except that credit for benefit accrual purposes shall be given in the Northfield Bank Employee Savings Plan or any vacation or paid time off plan) in such plans for service as an employee of FSBI VSB Bancorp or First Savings Victory Bank or any predecessor thereto prior to the Effective Time, ; provided, however, that credit for prior service shall be given under the Northfield Bank Employee Stock Ownership Plan only for purposes of determining eligibility to participate in such plan and not for vesting purposes, and provided further, that credit for prior service shall not be given under the PFS ESOP or under the PFS Northfield Bancorp retiree health plan. This Agreement shall not be construed to limit the ability of PFS Northfield Bancorp or The Provident Northfield Bank to terminate the employment of any VSB Bancorp or Victory Bank employee or to review employee benefits programs any VSB Bancorp Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.8.2 The FSBI Employee Stock Ownership Plan 7.6.2 Subject to the requirement of Section 6.13 hereof, Northfield Bancorp shall honor the contractual terms of all employment, consulting, change in control, severance and deferred compensation agreements, if any, listed on VSB Bancorp DISCLOSURE SCHEDULE 4.13.1 (collectively, the “FSBI ESOPVSB Bancorp Non-Qualified Agreements”) shall be ), except to the extent any such agreement is superseded or terminated as of, or prior tofollowing, the Effective Time (all shares held by Time. Notwithstanding anything contained in the ESOP VSB Bancorp Non-Qualified Agreements or in this Agreement, no payment shall be converted into the right to receive the Merger Consideration, as elected by the ESOP participants), all outstanding FSBI ESOP indebtedness shall be repaid, and the balance of the shares and made under any other assets remaining in the Loan Suspense Account Non-Qualified Agreement or otherwise that would constitute a “parachute payment” (as such term is defined in Section 280G of the FSBI ESOP) shall be allocated Code), and distributed to FSBI ESOP participants (subject to the receipt of extent any payments or benefits would constitute a favorable determination letter from the IRS), as provided for in the FSBI ESOP and unless otherwise required by applicable law. Prior “parachute payment,” such payments and/or benefits will be reduced to the Effective Timeextent necessary to avoid penalties under Section 280G of the Code. 7.6.3 Any employee of VSB Bancorp or Victory Bank who is not a party to an employment, FSBIchange in control or severance agreement or contract providing severance payments shall, and for nine (9) months following the Effective Time, PFS shall use their respective best efforts be covered and be eligible to receive severance benefits under the VSB Bancorp Severance Plan set forth in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). FSBI and following the Effective Time, PFS, will adopt such amendments to the FSBI ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither FSBI, nor following the Effective Time, PFS shall make any distribution from the FSBI ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and VSB Bancorp DISCLOSURE SCHEDULE 7.6.3 in accordance with the terms of the FSBI ESOP, the terms of the FSBI ESOP shall control, however, in the event of any such conflict, FSBI before the Merger, and PFS, after the Merger, shall use their best efforts to cause the ESOP to be amended to conform to the requirements of this Section. 7.8.3 PFS shall assume and honor in accordance with their terms and the methodology for determining the benefits and payments due thereunder that is set forth in PFS DISCLOSURE SCHEDULE 7.8.3, the employment and change in control agreements between FSBI or First Savings Bank and any officer or employee thereof which are listed in FSBI DISCLOSURE SCHEDULE 4.13.13. Each of the officers and employees referenced in FSBI DISCLOSURE SCHEDULE 4.13.13 who may be entitled to a payment under an employment agreement or change in control agreement, together with First Savings Bank, FSBI, The Provident Bank and PFS, shall sign an acknowledgment in connection with the execution of this Agreement, which shall be included in PFS DISCLOSURE SCHEDULE 7.8.3, agreeing to the methodology set forth therein. At the time of payment of the amounts set forth in Sections 5(c) and 5(d) of the employment agreements and Sections 3 and 3(b) of the change in control agreements, each officer or employee receiving payment thereunder shall enter into an acknowledgment and release, satisfactory in form to PFS, acknowledging that no further payments are due under such sections and releasing FSBI, First Savings Bank, PFS and The Provident Bank and their respective officers, directors and employees from any and all claims arising thereunder. 7.8.4 FSBI shall cause First Savings Bank to terminate the First Savings Bank Supplemental Executive Retirement Plan, restated effective as of January 1, 1997 (“SERP I”), and the First Savings Bank Supplemental Executive Retirement Plan II (“SERP II”), prior to December 31, 2003, and to distribute prior to December 31, 2003, the present value of the benefits to which the participants therein are entitled. Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment, satisfactory in form to PFS, agreeing to the methodology for payments of the amount(s) to which he is entitled under SERP I and SERP II and upon payment of such amounts, releasing First Savings Bank, FSBI, PFS and The Provident Bank from any and all claims arising thereunder. Further, Xx. Xxxxxx’x acknowledgment shall specifically acknowledge that the income recognized under this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.5 Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment attached to FSBI DISCLOSURE SCHEDULE 7.8.3 whereby he agrees to exercise all vested options previously granted to him on or before December 31, 2003, as set forth on FSBI DISCLOSURE SCHEDULE 3.4. Further such acknowledgment and release shall specifically acknowledge that the income recognized pursuant to the exercises contemplated by this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.6 FSBI agrees to cause First Savings Bank to terminate the FSB Non-Employee Director Retirement Plan (“Director Retirement Plan”) as of, or prior to, the Effective Time, and to distribute the present value of the amounts payable thereunder, which present value is set forth in FSBI DISCLOSURE SCHEDULE 4.13.13, in a lump sum to participants on or before the Closing Date. Participants in the Director Retirement Plan who are entitled to benefits in connection with the termination of the Director Retirement Plan shall agree to enter into a unanimous written consent to terminate such plan contemporaneously with the execution of this Agreement. PFS and The Provident Bank shall, as of the Effective Time, assume the First Savings Bank Deferred Fee Plan (“Deferred Fee Plan”). Prior to the Effective Time, FSBI shall cause First Savings Bank to amend the Deferred Fee Plan: (i) to prohibit the deferral of additional fee amounts on or after the Effective Time; (ii) to require that amounts that are invested in FSBI stock continue to be invested in stock of FSBI (or stock of its successor,) and be distributed to participants in the form of stock of the FSBI or its successor; and (iii) to prohibit the termination of the Deferred Fee Plan without the unanimous written consent of the participants with unpaid benefits thereunder; provided however, that no such amendment will be made if it results in variable accounting for the Deferred Fee Plan.. 7.8.7 PFS shall honor in accordance with its terms the First Savings Bank Employee VSB Bancorp Severance Plan, provided, however that such employee enters into a release of claims against Northfield Bancorp, Northfield Bank and their Affiliates in a customary form reasonably satisfactory to Northfield Bancorp. Notwithstanding the forgoing, at the written direction of Northfield Bancorp to VSB Bancorp prior to the Closing DateClosing, FSBI VSB Bancorp shall cause First Savings Bank to amend the First Savings Bank Employee Severance Compensation Plan to require any employee receiving a pay such cash severance benefit thereunder to execute an acknowledgement and release of employment-related claims (excluding claims for any VSB Bancorp employee benefits due and payable after the date of execution of the release), in a form satisfactory to PFS and The Provident Bankor any VSB Bancorp Subsidiary employee whose employment is terminated at Closing. 7.8.8 7.6.4 In the event of any termination of any FSBI or First Savings Bank VSB Bancorp health plan or consolidation of any such plan with any PFS Northfield Bancorp or The Provident Northfield Bank health plan, PFS Northfield Bank shall make available to employees of FSBI or First Savings Bank who continue employment with PFS or a PFS Subsidiary (“Continuing Employees”) Employees and their dependents employer-provided health coverage on the same basis as it provides such coverage to PFS Northfield Bank employees. Unless a Continuing Employee affirmatively terminates coverage under a FSBI VSB Bancorp health plan prior to the time that such Continuing Employee becomes eligible to participate in the PFS Northfield Bank health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the FSBI VSB Bancorp health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of PFS Northfield Bank and their dependentsdependents and, consequently, no Continuing Employee shall experience a gap in coverage. Northfield Bancorp and Northfield Bank shall use commercially reasonable efforts to cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable health plans of Northfield Bancorp or Northfield Bank, (ii) provide full credit under such plans for any deductible, co-payment, and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the plan year prior to participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to the employee on or after the Effective Time, in each case to the extent the employee had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time for the plan year in which the Effective Time occurs. In the event of a termination or consolidation of any FSBI VSB Bancorp health plan, terminated FSBI VSB Bancorp and Victory Bank employees and qualified beneficiaries will have the right to continued coverage under group health plans of PFS Northfield Bank in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any FSBI health plan, or consolidation of any FSBI health plan with any PFS health plan, any coverage limitation under the PFS health plan due COBRA. 7.6.5 Northfield Bancorp and Northfield Bank agree to any pre-existing condition shall be waived by the PFS health plan take all such actions related to the degree VSB Bancorp 401(k) Plan and VSB Bancorp ESOP as stated in Section 6.12 of this Agreement to the extent that such condition was covered by further action is necessary following the FSBI health plan and such condition would otherwise have been covered by the PFS health plan in the absence of such coverage limitation. All FSBI Employees who cease participating in an FSBI health plan and become participants in a comparable PFS health plan shall receive credit for any co-payment and deductibles paid under FSBI’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the PFS health plan, upon substantiation, in a form satisfactory to PFS that such co-payment and/or deductible has been satisfied. PFS shall assume the retiree health plan of FSBI and First Savings and shall have the same rights and obligations thereunderClosing. 7.8.9 7.6.6 Effective as of the Closing DateDate and subject to the Closing, PFS Northfield Bancorp shall establish an Advisory advisory board, which will be comprised of those persons who serve on the VSB Bancorp Board of Directors (other than the VSB Chairman of the Board but including the Chief Executive Officer of VSB Bancorp, provided he does not accept employment with Northfield Bancorp or Northfield Bank or his participation on the advisory board does not present a conflict of interest under applicable law, regulations or existing bank policies or criteria) (the “VSB Advisory Board”). Each person who serves on Northfield Bancorp anticipates that the Board of Directors of FSBI or First Savings Bank (except for the directors who join the PFS Board of Directors pursuant to Section 2.5 of this Agreement) both on the date of this Agreement and immediately prior to the Effective Time, shall be appointed to the VSB Bancorp Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive health insurance coverage and an annual advisory board fee, the aggregate cost of which shall not exceed $24,000 per year per advisory board member. The advisory board fee shall be paid quarterly for each meeting attended. The Advisory Board shall be continued would remain for a period of three not less than two (32) yearsyears following the Effective Time of the Merger. Northfield Bank will call and hold quarterly meetings, either in person or by conference call, of the VSB Bancorp Advisory Board. Each member of the VSB Bancorp Advisory Board will receive a fee of $3,000 for each meeting attended in person or by conference call, and will be expected to enter into a customary advisory board agreement, which will contain non-competition and non-solicitation provisions. 7.6.7 Effective as of the Closing Date and subject to the Closing, VSB Bancorp’s Chairman of the Board shall be offered a consulting and advisory contract, with a three-year term, at an annual fee of one hundred twenty thousand dollars ($120,000).

Employee Benefits; Advisory Board. 7.8.1 PFS 7.6.1 Except as otherwise provided in this Agreement, Northfield Bancorp will review all other FSBI the Hopewell Valley Compensation and Benefit Plans to determine whether to maintain, terminate or continue such plansplans on or after the Effective Time. In the event employee compensation and/or benefits as currently provided by FSBI or First Savings Bank are changed that any Hopewell Valley Compensation and Benefit Plan is frozen or terminated by PFSNorthfield Bancorp, former employees of Hopewell Valley who become employees of Northfield Bancorp or Northfield Bank after the Effective Time (“Continuing Employees”) who were participants in whole such plan shall be eligible to participate in any Northfield Bancorp Compensation and Benefit Plan of similar character (to extent that one exists, other than any Northfield Bancorp non-qualified deferred compensation plan, employment agreement, change in control agreement or in partequity incentive plan or other similar-type of arrangement), PFS shall provide provided, however, that any Continuing Employees (as defined below in Section 7.8.8) with compensation and benefits that are, Employee in the aggregateHopewell Valley Community Bank Directors and Executive Life Insurance Plan of 2012 shall, substantially similar so long as they continue to the compensation and benefits provided to similarly situated PFS employees (as participate in such plan, not participate in any life insurance plan or program of the date any such compensation Northfield Bancorp or benefit is provided)Northfield Bank. All FSBI Continuing Employees who become participants in an PFS a Northfield Bancorp Compensation and Benefit Benefits Plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes) shall be given credit for meeting eligibility and vesting requirements only (and not for benefit accrual purposes, except that credit for benefit accrual purposes shall be given in the Northfield Bank Employee Savings Plan) in such plans for service as an employee of FSBI or First Savings Bank or any predecessor thereto Hopewell Valley prior to the Effective Time, ; provided, however, that credit for prior service shall be given under the Northfield Bank Employee Stock Ownership Plan only for purposes of determining eligibility to participate in such plan and not for vesting purposes, and provided further, that credit for prior service shall not be given under the PFS ESOP or under the PFS Northfield Bancorp retiree health plan. This Agreement shall not be construed to limit the ability of PFS Northfield Bancorp or The Provident Northfield Bank to terminate the employment of any Hopewell Valley employee or to review employee benefits programs any Hopewell Valley Compensation and Benefit Plan from time to time and to make such changes (including terminating any such plan) as they deem appropriate. 7.8.2 The FSBI Employee Stock Ownership Plan 7.6.2 Northfield Bancorp shall honor the contractual terms of all employment, consulting, change in control, severance and deferred compensation agreements, if any, listed on Hopewell Valley DISCLOSURE SCHEDULE 4.13.1 (collectively, the “FSBI ESOPHopewell Valley Non-Qualified Agreements”) shall be ), except to the extent any such agreement is superseded or terminated as of, or prior tofollowing, the Effective Time (all shares held by Time. Notwithstanding anything contained in the ESOP Hopewell Valley Non-Qualified Agreements or in this Agreement, no payment shall be converted into the right to receive the Merger Consideration, as elected by the ESOP participants), all outstanding FSBI ESOP indebtedness shall be repaid, and the balance of the shares and made under any other assets remaining in the Loan Suspense Account Non-Qualified Agreement or otherwise that would constitute a “parachute payment” (as such term is defined in Section 280G of the FSBI ESOP) shall be allocated Code), and distributed to FSBI ESOP participants (subject to the receipt extent any payments or benefits would constitute a “parachute payment,” such payments and/or benefits will be reduced to the extent necessary to avoid penalties under Section 280G of a favorable determination letter from the IRS)Code. 7.6.3 For purposes of Northfield Bank’s vacation and/or paid leave benefit programs, Northfield Bank will give each Continuing Employee credit for such individual’s accrued paid-time off balance with Hopewell Valley as provided for in of the FSBI ESOP and unless otherwise required by applicable lawEffective Time. Prior to In addition, any employee of Hopewell Valley whose employment is terminated on the Effective Time or within one year after the Effective Time, FSBIshall, consistent with Hopewell Valley’s PTO Policy, be paid out the value of any PTO days that have been accrued since the last anniversary date of such employee’s hiring with Hopewell Valley and that are unused at the time of such termination. 7.6.4 Any employee of Hopewell Valley who is not a party to an employment, change in control or severance agreement or contract providing severance payments shall, for one year following the Effective Time, PFS shall use their respective best efforts be covered and be eligible to receive severance benefits under the severance plan or policy (the “Hopewell Valley Severance Plan”) set forth in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and the proposed allocations as may be requested by the IRS as a condition to its issuance of a favorable determination letter). FSBI and following the Effective Time, PFS, will adopt such amendments to the FSBI ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. Neither FSBI, nor following the Effective Time, PFS shall make any distribution from the FSBI ESOP except as may be required by applicable law until receipt of such favorable determination letter. In the case of a conflict between the terms of this Section and Hopewell Valley DISCLOSURE SCHEDULE 7.6.4 in accordance with the terms of the FSBI ESOP, the terms of the FSBI ESOP shall control, however, in the event of any such conflict, FSBI before the Merger, and PFS, after the Merger, shall use their best efforts to cause the ESOP to be amended to conform to the requirements of this Section. 7.8.3 PFS shall assume and honor in accordance with their terms and the methodology for determining the benefits and payments due thereunder that is set forth in PFS DISCLOSURE SCHEDULE 7.8.3, the employment and change in control agreements between FSBI or First Savings Bank and any officer or employee thereof which are listed in FSBI DISCLOSURE SCHEDULE 4.13.13. Each of the officers and employees referenced in FSBI DISCLOSURE SCHEDULE 4.13.13 who may be entitled to a payment under an employment agreement or change in control agreement, together with First Savings Bank, FSBI, The Provident Bank and PFS, shall sign an acknowledgment in connection with the execution of this Agreement, which shall be included in PFS DISCLOSURE SCHEDULE 7.8.3, agreeing to the methodology set forth therein. At the time of payment of the amounts set forth in Sections 5(c) and 5(d) of the employment agreements and Sections 3 and 3(b) of the change in control agreements, each officer or employee receiving payment thereunder shall enter into an acknowledgment and release, satisfactory in form to PFS, acknowledging that no further payments are due under such sections and releasing FSBI, First Savings Bank, PFS and The Provident Bank and their respective officers, directors and employees from any and all claims arising thereunder. 7.8.4 FSBI shall cause First Savings Bank to terminate the First Savings Bank Supplemental Executive Retirement Plan, restated effective as of January 1, 1997 (“SERP I”), and the First Savings Bank Supplemental Executive Retirement Plan II (“SERP II”), prior to December 31, 2003, and to distribute prior to December 31, 2003, the present value of the benefits to which the participants therein are entitled. Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment, satisfactory in form to PFS, agreeing to the methodology for payments of the amount(s) to which he is entitled under SERP I and SERP II and upon payment of such amounts, releasing First Savings Bank, FSBI, PFS and The Provident Bank from any and all claims arising thereunder. Further, Xx. Xxxxxx’x acknowledgment shall specifically acknowledge that the income recognized under this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.5 Contemporaneously with the execution of this Agreement, Xxxxxxxxxxx Xxxxxx shall enter into an acknowledgment attached to FSBI DISCLOSURE SCHEDULE 7.8.3 whereby he agrees to exercise all vested options previously granted to him on or before December 31, 2003, as set forth on FSBI DISCLOSURE SCHEDULE 3.4. Further such acknowledgment and release shall specifically acknowledge that the income recognized pursuant to the exercises contemplated by this Section shall not be included in the calculation of the amounts payable under paragraph 5(c) or (d) of either employment agreement. 7.8.6 FSBI agrees to cause First Savings Bank to terminate the FSB Non-Employee Director Retirement Plan (“Director Retirement Plan”) as of, or prior to, the Effective Time, and to distribute the present value of the amounts payable thereunder, which present value is set forth in FSBI DISCLOSURE SCHEDULE 4.13.13, in a lump sum to participants on or before the Closing Date. Participants in the Director Retirement Plan who are entitled to benefits in connection with the termination of the Director Retirement Plan shall agree to enter into a unanimous written consent to terminate such plan contemporaneously with the execution of this Agreement. PFS and The Provident Bank shall, as of the Effective Time, assume the First Savings Bank Deferred Fee Plan (“Deferred Fee Plan”). Prior to the Effective Time, FSBI shall cause First Savings Bank to amend the Deferred Fee Plan: (i) to prohibit the deferral of additional fee amounts on or after the Effective Time; (ii) to require that amounts that are invested in FSBI stock continue to be invested in stock of FSBI (or stock of its successor,) and be distributed to participants in the form of stock of the FSBI or its successor; and (iii) to prohibit the termination of the Deferred Fee Plan without the unanimous written consent of the participants with unpaid benefits thereunder; provided however, that no such amendment will be made if it results in variable accounting for the Deferred Fee Plan.. 7.8.7 PFS shall honor in accordance with its terms the First Savings Bank Employee Hopewell Valley Severance Plan, provided, however that such employee enters into a release of claims against Northfield Bancorp, Northfield Bank and their Affiliates in a customary form reasonably satisfactory to Northfield Bancorp. Notwithstanding the forgoing, at the written direction of Northfield Bancorp to Hopewell Valley prior to the Closing DateClosing, FSBI Hopewell Valley shall cause First Savings Bank to amend the First Savings Bank Employee Severance Compensation Plan to require any employee receiving a pay such cash severance benefit thereunder to execute an acknowledgement and release of employment-related claims (excluding claims for any Hopewell Valley employee benefits due and payable after the date of execution of the release), in a form satisfactory to PFS and The Provident Bankor any Hopewell Valley Subsidiary employee whose employment is terminated at Closing. 7.8.8 7.6.5 In the event of any termination of any FSBI or First Savings Bank Hopewell Valley health plan or consolidation of any such plan with any PFS Northfield Bancorp or The Provident Northfield Bank health plan, PFS Northfield Bank shall make available to employees of FSBI or First Savings Bank who continue employment with PFS or a PFS Subsidiary (“Continuing Employees”) Employees and their dependents employer-provided health coverage on the same basis as it provides such coverage to PFS Northfield Bank employees. Unless a Continuing Employee affirmatively terminates coverage under a FSBI Hopewell Valley health plan prior to the time that such Continuing Employee becomes eligible to participate in the PFS Northfield Bank health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the FSBI Hopewell Valley health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees of PFS Northfield Bank and their dependents. In the event of a termination or consolidation of any FSBI Hopewell Valley health plan, terminated FSBI Hopewell Valley employees and qualified beneficiaries will have the right to continued coverage under group health plans of PFS Northfield Bank in accordance with Code Section 4980B(f), consistent with the provisions below. In the event of any termination of any FSBI health plan, or consolidation of any FSBI health plan with any PFS health plan, any coverage limitation under the PFS health plan due COBRA. 7.6.6 Northfield Bancorp and Northfield Bank agree to any pre-existing condition shall be waived by the PFS health plan take all such actions related to the degree that such condition was covered by the FSBI health plan and such condition would otherwise have been covered by the PFS health plan Hopewell Valley 401(k) Plan as stated in the absence Section 6.12 of such coverage limitation. All FSBI Employees who cease participating in an FSBI health plan and become participants in a comparable PFS health plan shall receive credit for any co-payment and deductibles paid under FSBI’s health plan for purposes of satisfying any applicable deductible or out-of-pocket requirements under the PFS health plan, upon substantiation, in a form satisfactory to PFS that such co-payment and/or deductible has been satisfied. PFS shall assume the retiree health plan of FSBI and First Savings and shall have the same rights and obligations thereunderthis Agreement. 7.8.9 7.6.7 Effective as of the Closing Date, PFS Northfield Bancorp shall establish an Advisory Board (the “Hopewell Valley Advisory Board”). Each person , which will be comprised of those persons who serves serve on the Hopewell Valley Board of Directors of FSBI or First Savings Bank (except for other than the directors Hopewell Valley board member who join the PFS Board of Directors pursuant to Section 2.5 of this Agreement) both shall serve on the date Northfield Bancorp and Northfield Bank boards and the Hopewell Valley Chief Executive Officer). Northfield Bancorp anticipates that the Hopewell Valley Advisory Board would remain for a period of this Agreement and not less than two (2) years following the Effective Time of the Merger. The Hopewell Valley Advisory Board will conduct quarterly meetings, either in person or by conference call, as deemed appropriate by Northfield Bank. Each member of the Hopewell Valley Advisory Board will receive a fee of $1,500 for each meeting attended in person or by conference call. 7.6.8 Notwithstanding any other provision hereof, Hopewell Valley shall have the right to agree to pay, at or immediately prior to the Effective TimeClosing, in the aggregate up to $200,000 in retention bonuses to certain employees (excluding any employee covered by an employment or change in control agreement), but no more than $25,000 to any individual employee. Hopewell Valley DISCLOSURE SCHEDULE 7.6.8 lists those employees who are to receive such bonuses, and the amount of bonus payable to each such employee. In the event any such employees are subsequently terminated by Northfield Bancorp, they shall be appointed entitled to the Advisory Board effective immediately following the Effective Time. The Advisory Board shall meet quarterly, and each advisory board member shall receive health insurance coverage and an annual advisory board fee, the aggregate cost of which shall not exceed $24,000 per year per advisory board member. The advisory board fee shall be paid quarterly severance payments provided for each meeting attended. The Advisory Board shall be continued for a period of three (3) yearsunder Section 7.6.4 hereof.