Up to 21,160,000 Shares PCSB FINANCIAL CORPORATION (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • February 1st, 2017 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER by and between Brookline Bancorp, Inc. and PCSB Financial Corporation Dated as of May 23, 2022Merger Agreement • May 24th, 2022 • PCSB Financial Corp • Savings institutions, not federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2022 (this “Agreement”), by and between Brookline Bancorp, Inc., a Delaware corporation (“Buyer”), and PCSB Financial Corporation, a Maryland corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2017 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This Employment Agreement (the “Agreement”) is made and entered into, effective as of the 20th day of April, 2017 (the “Effective Date”), by and among PCSB Bank, a stock savings bank having its principal place of business in Yorktown Heights, New York (the “Bank”), and Joseph D. Roberto, of Hopewell Junction, New York (the “Executive”). Any reference to the “Company” shall mean PCSB Financial Corporation, the parent corporation of the Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2017 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This Employment Agreement (the “Agreement”) is made and entered into, effective as of the 20th day of April, 2017 (the “Effective Date”), by and among PCSB Financial Corporation, a Maryland corporation having its principal place of business in Yorktown Heights, New York (the “Company”), and Joseph D. Roberto, of Hopewell Junction, New York (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the Company’s wholly-owned subsidiary.
VOTING AGREEMENTVoting Agreement • May 24th, 2022 • PCSB Financial Corp • Savings institutions, not federally chartered • Delaware
VOTING AGREEMENT (“Agreement”), dated as of May 23, 2022, by and between Brookline Bancorp, Inc. (“Buyer”) and the undersigned holder (“Stockholder”) of common stock, par value $0.01 per share (“Common Stock”), of PCSB Financial Corporation (the “Company”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 31st, 2020 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This Change in Control Agreement (this “Agreement”) is made effective as of the 31st day of January 2020 (the “Effective Date”), by and between PCSB Financial Corporation, a Maryland corporation (the “Company”) and Jeffrey M. Helf (the “Executive”). Any reference to the “Bank” shall mean PCSB Bank, the wholly-owned subsidiary of the Company.
Form of Stock OptionStock Option Agreement • November 9th, 2018 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the "Plan") of PCSB Financial Corporation (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, or made available, 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 Compensation Committee of the Board of Directors of the Company ("Committee") will be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term "Company" will include the parent and all present
SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES PCSB BANK Yorktown Heights, New York Effective January 1, 2017Supplemental Retirement Plan • December 12th, 2016 • PCSB Financial Corp • New York
This Supplemental Retirement Plan for Senior Executives (the “Plan”) is effective January 1, 2017. This Plan formalizes the agreements by and between PCSB BANK (the “Bank”), a New York chartered savings bank, and certain key employees, hereinafter referred to as “Executive(s)”, who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Retirement Plan Participation Agreement (“Participation Agreement”) in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section. Any reference herein to the “Company” shall mean any stock holding company established as the parent corporation to the Bank.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 31st, 2020 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This Change in Control Agreement (this “Agreement”) is made effective as of 31st day of January, 2020 (the “Effective Date”), by and between PCSB Bank (the “Bank”) and Jeffrey M. Helf (the “Executive”). Any reference to the “Company” shall mean PCSB Financial Corporation, the stock holding company of the Bank.
PUTNAM COUNTY SAVINGS BANK SUPPLEMENTAL LIFE INSURANCE AGREEMENTSupplemental Life Insurance Agreement • December 12th, 2016 • PCSB Financial Corp • New York
Putnam County Savings Bank (the “Bank”) and Joseph D. Roberto (the “Insured”) hereby establish this Putnam County Savings Bank Supplemental Life Insurance Agreement (the “Agreement”) effective as of March 1, 2013, with respect to certain life insurance policies (the “Policy” or “Policies”) issued by a duly licensed life insurance company (the “Insurer”) on the life of the Insured. A separate endorsement form (“Endorsement Form”) and benefit schedule (“Benefit Schedule”) shall be provided to Insured with respect to Insured’s death benefits under this Agreement.
SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES PCSB BANK Yorktown Heights, New York Effective January 1, 2017Supplemental Retirement Plan • September 27th, 2017 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This Supplemental Retirement Plan for Senior Executives (the “Plan”) is effective January 1, 2017. This Plan formalizes the agreements by and between PCSB BANK (the “Bank”), a New York chartered savings bank, and certain key employees, hereinafter referred to as “Executive(s)”, who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Retirement Plan Participation Agreement (“Participation Agreement”) in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section. Any reference herein to the “Company” shall mean any stock holding company established as the parent corporation to the Bank.
September 20, 2016Appraisal Services Agreement • December 12th, 2016 • PCSB Financial Corp
This letter sets forth the agreement between PCSB Bank, Yorktown Heights, New York (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the Bank’s proposed mutual-to-stock conversion transaction. The scope, timing and fee structure for these appraisal services are described below.
Form Of Restricted Stock AwardRestricted Stock Award • November 9th, 2018 • PCSB Financial Corp • Savings institutions, not federally chartered • New York
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of PCSB Financial Corporation (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 or made available 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 Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires
