Blue Foundry Bancorp (a Delaware corporation) Up to 24,150,000 Shares (Subject to Increase to 27,772,500 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • April 20th, 2021 • Blue Foundry Bancorp • Savings institutions, not federally chartered • New York
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 29th, 2022 • Blue Foundry Bancorp • Savings institutions, not federally chartered • Delaware
This Non-Qualified Stock Option Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the Blue Foundry Bancorp 2022 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts the 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 (the “Committee”) or the Board of Directors 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” means Blue Foundry Bancorp, including
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 30th, 2023 • Blue Foundry Bancorp • Savings institutions, not federally chartered • New Jersey
This Change in Control Agreement (the “Agreement”) is made effective as of the 15th day of March, 2022 (the “Effective Date”), by and between Blue Foundry Bank, a New Jersey-chartered stock savings bank (the “Bank”) and Jason Goldberg (the “Executive”). Any reference to the “Company” shall mean Blue Foundry Bancorp, Inc., the holding company of the Bank.
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • August 29th, 2022 • Blue Foundry Bancorp • Savings institutions, not federally chartered • Delaware
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the Blue Foundry Bancorp 2022 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts the 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 (the “Committee”) or the Board of Directors 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” means Blue Foundry Bancorp, including its present a
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2021 • Blue Foundry Bancorp • Savings institutions, not federally chartered • New Jersey
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made between Blue Foundry Bank (the “Bank”), a New Jersey savings bank and James Nesci, an individual (the “Executive”) (hereinafter, collectively referred to as the “Parties”). Any reference in this Agreement to the “Company” means Blue Foundry Bancorp, a Delaware corporation and the holding company of the Bank.
AMENDMENT TO THE BLUE FOUNDRY BANK RESTATED DIRECTOR RETIREMENT PLAN FOR KENNETH GRIMBILASDirector Retirement Plan Amendment • August 12th, 2022 • Blue Foundry Bancorp • Savings institutions, not federally chartered
THIS AMENDMENT to the Boiling Springs Savings Bank Restated Director Retirement Plan for Kenneth Grimbilas (the “Plan”) is entered into by and between Blue Foundry Bank, a New Jersey-chartered stock savings bank (the “Bank”) and successor to Boiling Spring Savings Bank and Kenneth Grimbilas (the “Director”), on this 15th day of June 2022.
BLUE FOUNDRY BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENTExecutive Deferred Compensation Agreement • March 10th, 2021 • Blue Foundry Bancorp • New Jersey
THIS EXECUTIVE DEFERRED COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective as of December 1, 2020, by and between BLUE FOUNDRY BANK (the “Bank”) and JAMES D. NESCI (the “Executive”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 29th, 2022 • Blue Foundry Bancorp • Savings institutions, not federally chartered • Delaware
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the Blue Foundry Bancorp 2022 Equity Incentive Plan (the “Plan”), 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 the 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 (the “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”
AMENDMENT TO THE BLUE FOUNDRY BANK RESTATED DIRECTOR RETIREMENT PLAN FOR J. CHRISTOPHER ELYDirector Retirement Plan Amendment • August 12th, 2022 • Blue Foundry Bancorp • Savings institutions, not federally chartered
THIS AMENDMENT to the Boiling Springs Savings Bank Restated Director Retirement Plan for J. Christopher Ely (the “Plan”) is entered into by and between Blue Foundry Bank, a New Jersey-chartered stock savings bank (the “Bank”) and successor to Boiling Spring Savings Bank and J. Christopher Ely (the “Director”), on this 15th day of June 2022.
November 23, 2020Appraisal Services Agreement • March 10th, 2021 • Blue Foundry Bancorp • Virginia
This letter sets forth the agreement between Blue Foundry Bank, Rutherford, New Jersey (the “Bank”), the wholly-owned subsidiary of Blue Foundry Bancorp (the “Company”), which in turn is the subsidiary of Blue Foundry, MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the conversion transaction by the Bank. The scope, timing and fee structure for these appraisal services are described below.
