Up to 22,425,000 Shares Clifton Bancorp Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • January 31st, 2014 • Clifton Bancorp Inc. • Savings institution, federally chartered • New York
CLIFTON SAVINGS BANK EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
This AGREEMENT (“Agreement”) originally entered into as of January 1, 2014, amended and restated in its entirety effective June 25, 2014, subsequently amended on January 1, 2016 and hereby amended and restated in its entirety effective January 1, 2017 by and between Clifton Savings Bank, a federally-chartered financial institution (the “Bank”), with its principal offices at 1433 Van Houten Avenue, Clifton, New Jersey, 07015, PAUL M. AGUGGIA (“Executive”) and Clifton Bancorp Inc., a Maryland corporation (the “Company”) solely as guarantor of the Bank’s obligations hereunder.
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 1, 2017 BY AND BETWEEN KEARNY FINANCIAL CORP. AND CLIFTON BANCORP INC.Merger Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • Maryland
This is an Agreement and Plan of Merger, dated as of the 1st day of November, 2017 (“Agreement”), by and between Kearny Financial Corp., a Maryland corporation (“Purchaser”), and Clifton Bancorp Inc., a Maryland corporation (the “Company”).
CLIFTON BANCORP INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
This AGREEMENT (“Agreement”) originally entered into effective June 25, 2014, subsequently amended on January 1, 2016 and hereby amended and restated hereby in its entirety effective January 1, 2017 by and between Clifton Bancorp Inc., a Maryland corporation (the “Company”) and the holding company for Clifton Savings Bank, with its principal offices at 1433 Van Houten Avenue, Clifton, New Jersey 07015, and PAUL M. AGUGGIA (“Executive”). Any reference to the “Bank” in this Agreement shall mean Clifton Savings Bank or any successor to Clifton Savings Bank.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 8th, 2016 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT is entered into as of April 1, 2016, by and between Clifton Savings Bank (the “Bank”) and Michael Lesler (the “Executive”).
AMENDMENT TO CLIFTON SAVINGS BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 7th, 2016 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
WHEREAS, Clifton Savings Bank maintains a change in control agreement with Executive Vice President and Chief Operating Officer Michael Lesler effective April 1, 2016 (the "Agreement");
CUTBACK AGREEMENTCutback Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
THIS CUTBACK AGREEMENT (“Agreement”) is made and entered into as of the 1st day of November, 2017, by and between Clifton Bancorp Inc. (“CSBK”), its wholly owned-subsidiary, Clifton Savings Bank (the “Bank”), and Cynthia Sisco (the “Director”).
FORM OF STOCK OPTION AWARD AGREEMENT CLIFTON BANCORP INC. 2015 EQUITY INCENTIVE PLANStock Option Agreement • August 26th, 2015 • Clifton Bancorp Inc. • Savings institution, federally chartered
This Stock Option Grant is awarded to (the “Participant”) by Clifton Bancorp Inc. (the “Company”) as of (the “Grant Date”), the date the Committee of the Board of Directors of the Company (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Clifton Bancorp Inc. 2015 Equity Incentive Plan (the “2015 Plan”), subject to the terms and conditions of the 2015 Plan and this Award Agreement:
FORM OF RESTRICTED STOCK AWARD AGREEMENT CLIFTON BANCORP INC. 2015 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • August 26th, 2015 • Clifton Bancorp Inc. • Savings institution, federally chartered
This Award Agreement is provided to (the “Participant”) by Clifton Bancorp Inc. (the “Company”) as of , the date the Compensation Committee of the Board of Directors of the Company awarded the Participant a Restricted Stock Award pursuant to the Clifton Bancorp Inc. 2015 Equity Incentive Plan (the “2015 Plan”), subject to the terms and conditions of the 2015 Plan and this Award Agreement (hereinafter referred to as the “Award”):
SETTLEMENT AGREEMENTSettlement Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
This Settlement Agreement (the “Agreement”) is entered into as of November 1, 2017 by and among Paul M. Aguggia (the “Executive”), Kearny Financial Corp., a savings and loan holding company (“Buyer”), Kearny Bank, a wholly-owned subsidiary of Buyer (“Buyer Bank”), Clifton Bancorp Inc., a savings and loan holding company (“Seller”), and Clifton Savings Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
