NORTHEAST COMMUNITY BANK EMPLOYMENT AGREEMENT
Exhibit
10.1
NORTHEAST
COMMUNITY BANK
THIS
AGREEMENT
(the
“Agreement”), made this 17th day of October, 2006, by and among
NORTHEAST
COMMUNITY BANK,
a
federally chartered savings bank (the “Bank”), XXXXX
XXXXXX
(the
“Executive”), and NORTHEAST
COMMUNITY BANCORP, INC.,
(the
“Company”) a federally chartered corporation and the holding company of the
Bank, as guarantor.
WHEREAS,
Executive
serves in a position of substantial responsibility; and
WHEREAS,
the
Bank
wishes to assure Executive’s services for the term of this Agreement;
and
WHEREAS,
Executive
is willing to serve in the employ of the Bank during the term of this
Agreement.
NOW,
THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and upon
the
other terms and conditions provided for in this Agreement, the parties hereby
agree as follows:
1. Employment.
The
Bank
will employ Executive as Senior Vice President and Chief Mortgage Officer.
Executive will perform all duties and shall have all powers commonly incident
to
those offices or which, consistent with those offices, the President and Chief
Executive Officer delegates to Executive. Executive also agrees to serve, if
elected, as an officer and/or director of any subsidiary or affiliate of the
Bank and to carry out the duties and responsibilities reasonably appropriate
to
those offices.
2. Location
and Facilities.
The Bank
will furnish Executive with the working facilities and staff customary for
executive officers with the title and duties set forth in Section 1 and as
are
necessary for her to perform her duties. The location of such facilities and
staff shall be at the principal administrative offices of the Bank, or at such
other site or sites customary for such offices.
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a.
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The
term of this Agreement shall include: (i) the initial term, consisting
of
the period commencing on the date of this Agreement (the “Effective Date”)
and ending on the third anniversary of the Effective Date, plus (ii)
any
and all extensions of the initial term made pursuant to this Section
3.
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b.
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Commencing
on the first anniversary of the Effective Date and continuing on
each
anniversary of the Effective Date thereafter, the disinterested members
of
the Board may extend the Agreement term for an additional year, so
that
the remaining term of the Agreement again becomes thirty-six (36)
months,
unless Executive elects not to extend the term of this Agreement
by giving
written notice in accordance with Section 19 of this Agreement. The
Board
will review the Agreement and Executive’s performance annually for
purposes of determining whether to extend the Agreement term and
will
include the rationale and results of its review in the minutes of
the
meeting. The Board will notify Executive as soon as possible after
its
annual review whether the Board has determined to extend the
Agreement.
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a.
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The
Bank agrees to pay Executive during the term of this Agreement a
base
salary at the rate of $127,000 per year, payable in accordance with
customary payroll practices.
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b.
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Each
year, the Board will review the level of Executive’s base salary, based
upon factors they deem relevant, in order to determine whether to
maintain
or increase her base salary.
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5. Bonuses.
Executive will participate in discretionary bonuses or other incentive
compensation programs that the Bank may sponsor or award from time to time
to
senior management employees.
6. Benefit
Plans.
Executive will participate in life insurance, medical, dental, pension, profit
sharing, retirement and stock-based compensation plans and other programs and
arrangements that the Bank may sponsor or maintain for the benefit of its
employees.
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a.
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Executive
may take vacations and other leave in accordance with the Bank’s policy
for senior executives.
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b.
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In
addition to paid vacations and other leave, the President and Chief
Executive Officer may grant Executive a leave or leaves of absence,
with
or without pay, at such time or times and upon such terms and conditions
as may be deemed appropriate.
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8. Expense
Payments and Reimbursements.
The
Bank
will reimburse Executive for all reasonable out-of-pocket business expenses
incurred in connection with her services under this Agreement upon
substantiation of such expenses in accordance with applicable policies of the
Bank.
9. Automobile
Allowance.
During
the term of this Agreement, the Bank will provide Executive with an automobile
allowance and related insurance, maintenance and fuel costs. Executive will
comply with reasonable reporting and expense limitations with respect to the
automobile allowance as the Bank may establish from time to time.
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a.
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During
the term of this Agreement, Executive will devote all her business
time,
attention, skill, and efforts to the faithful performance of her
duties
under this Agreement; provided, however, that from time to time,
Executive
may serve on the boards of directors of, and hold any other offices
or
positions in, companies or organizations that will not present any
conflict of interest with the Bank or any of its subsidiaries or
affiliates, unfavorably affect the performance of Executive’s duties
pursuant to this Agreement, or violate any applicable statute or
regulation. Executive will not engage in any business or activity
contrary
to the business affairs or interests of the Bank or any of its
subsidiaries or affiliates.
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b.
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Nothing
contained in this Agreement will prevent or limit Executive’s right to
invest in the capital stock or other securities or interests of any
business dissimilar from that of the Bank, or, solely as a passive,
minority investor, in any
business.
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c.
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Executive
agrees to maintain the confidentiality of any and all information
concerning the operation or financial status of the Bank; the names
or
addresses of any of its borrowers,
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depositors
and other customers; any information concerning or obtained from
such
customers; and any other information concerning the Bank or its
subsidiaries or affiliates to which she may be exposed during the
course
of her employment. Executive further agrees that, unless required
by law
or specifically permitted by the Board in writing, she will not disclose
to any person or entity, either during or subsequent to her employment,
any of the above-mentioned information which is not generally known
to the
public, nor will she use the information in any way other than for
the
benefit of the Bank.
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11.
Termination
and Termination Pay.
Subject
to Section 12 of this Agreement, Executive’s employment under this Agreement may
be terminated in the following circumstances:
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a.
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Death.
Executive’s employment under this Agreement will terminate upon her death
during the term of this Agreement, in which event Executive’s estate will
receive the compensation due to Executive through the last day of
the
calendar month in which her death
occurred.
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b.
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Retirement.
This Agreement will terminate upon Executive’s retirement under the
retirement benefit plan or plans in which she participates pursuant
to
Section 6 of this Agreement or
otherwise.
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| c. |
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i.
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The
Board or Executive may terminate Executive’s employment after having
determined Executive has a Disability. For purposes of this Agreement,
“Disability” means a physical or mental infirmity that impairs Executive’s
ability to substantially perform her duties under this Agreement
and
results in Executive becoming eligible for long-term disability benefits
under any long-term disability plans of the Bank (or, if no such
plans
exist, that impairs Executive’s ability to substantially perform her
duties under this Agreement for a period of one hundred eighty (180)
consecutive days). The Board will determine whether or not Executive
is
and continues to be permanently disabled for purposes of this Agreement
in
good faith, based upon competent medical advice and other factors
that the
Board reasonably believes to be relevant. As a condition to any benefits,
the Board may require Executive to submit to physical or mental
evaluations and tests as the Board or its medical experts deem reasonably
appropriate.
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ii.
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In
the event of her Disability, Executive will no longer be obligated
to
perform services under this Agreement. The Bank will pay Executive,
as
Disability pay, an amount equal to fifty percent (50%) of Executive’s rate
of base salary in effect as of the date of her termination of employment
due to Disability. The Bank will make Disability payments on a monthly
basis commencing on the first day of the month following the effective
date of Executive’s termination of employment due to Disability and ending
on the earlier of: (A) the date she returns to full-time employment
at the
Bank in the same capacity as she was employed prior to her termination
for
Disability; (B) her death; (C) her attainment of age 65 or (D) the
date
this Agreement would have expired had Executive’s employment not
terminated by reason of Disability. The Bank will reduce Disability
payments by the amount of any short- or long-term disability benefits
payable to Executive under any other disability programs sponsored
by the
Bank. In addition, during any period of Executive’s Disability, the Bank
will continue to provide Executive and her dependents, to the greatest
extent possible, with continued coverage under all benefit plans
(including,
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without
limitation, retirement plans and medical, dental and life insurance plans)
in
which Executive and/or her dependents participated prior to her Disability
on
the same terms as if she remained actively employed by the Bank.
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i.
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The
Board may, by written notice to Executive in the form and manner
specified
in this paragraph, immediately terminate her employment at any time
for
“Cause.” Executive shall have no right to receive compensation or other
benefits for any period after termination for Cause, except for already
vested benefits. Termination for Cause shall mean termination because
of
Executive’s:
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(1)
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Personal
dishonesty;
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(2)
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Incompetence;
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(3)
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Willful
misconduct;
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(4)
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Breach
of fiduciary duty involving personal
profit;
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(5)
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Intentional
failure to perform stated duties;
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(6)
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Willful
violation of any law, rule or regulation (other than traffic violations
or
similar offenses) or final cease-and-desist order;
or
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(7)
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Material
breach of any provision of this
Agreement.
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e.
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Voluntary
Termination by Executive.
In addition to her other rights to terminate under this Agreement,
Executive may voluntarily terminate employment during the term of
this
Agreement upon at least sixty (60) days prior written notice to the
Board.
Upon Executive’s voluntary termination, she will receive only her
compensation, and vested rights and benefits to the date of her
termination. Following her voluntary termination of employment under
this
Section 11(e), Executive will be subject to the restrictions set
forth in
Sections 11(g)(i) and 11(g)(ii) of this Agreement for a period of
one (1)
year from her termination date.
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i.
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In
addition to termination pursuant to Sections 11(a) through 11(e),
the
Board may, by written notice to Executive, immediately terminate
her
employment at any time for a reason other than Cause (a termination
“Without Cause”) and Executive may, by written notice to the Board,
immediately terminate this Agreement at any time within ninety (90)
days
following an event constituting “Good Reason,” as defined below (a
termination “With Good Reason”).
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ii.
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Subject
to Section 12 of this Agreement, in the event of termination under
this
Section 11(f), Executive will receive her base salary and the value
of
employer contributions to benefit plans in which the Executive
participated upon termination for the remaining term of the Agreement,
paid in one lump sum within ten (10) calendar days of her termination.
Executive will also continue to participate in any benefit plans
of the
Bank that provide medical, dental and life insurance coverage
for
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the
remaining term of the Agreement, under terms and conditions no less favorable
than the most favorable terms and conditions provided to senior executives
of
the Bank during the same period. If the Bank cannot provide such coverage
because Executive is no longer an employee, the Bank will provide Executive
with
comparable coverage on an individual policy basis or the cash
equivalent.
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iii.
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“Good
Reason” exists if, without Executive’s express written consent, the Bank
materially breaches any of its obligations under this Agreement.
Without
limitation, such a material breach will occur upon any of the
following:
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(1)
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A
material reduction in Executive’s responsibilities or authority in
connection with her employment with the
Bank;
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(2)
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Assignment
to Executive of duties of a non-executive nature or duties for which
she
is not reasonably equipped by her skills and
experience;
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(3)
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A
reduction in salary or benefits contrary to the terms of this Agreement,
or, following a Change in Control as defined in Section 12 of this
Agreement, any reduction in salary or material reduction in benefits
below
the amounts Executive was entitled to receive prior to the Change
in
Control;
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(4)
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Termination
of incentive and benefit plans, programs or arrangements, or reduction
of
Executive’s participation, to such an extent as to materially reduce their
aggregate value below their aggregate value as of the Effective Date;
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(5)
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A
requirement that Executive relocate her principal business office
or her
principal place of residence outside of the area consisting of a
twenty-five (25) mile radius from the current main office and any
branch
of the Bank, or the assignment to Executive of duties that would
reasonably require such a relocation;
or
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Liquidation
or dissolution of the Bank.
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iv.
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Notwithstanding
the foregoing, a reduction or elimination of Executive’s benefits under
one or more benefit plans maintained by the Bank as part of a good
faith,
overall reduction or elimination of such plans or benefits, applicable
to
all participants in a manner that does not discriminate against Executive
(except as such discrimination may be necessary to comply with law),
will
not constitute an event of Good Reason or a material breach of this
Agreement, provided that benefits of the same type or to the same
general
extent as those offered under such plans prior to the reduction or
elimination are not available to other officers of the Bank or any
affiliate under a plan or plans in or under which Executive is not
entitled to participate.
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g.
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Continuing
Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a termination
by
the Bank or Executive pursuant to Section 11(e) or
11(f):
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i.
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Executive’s
obligations under Section 10(c) of this Agreement will continue
in effect;
and
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ii.
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During
the period ending on the first anniversary of such termination, Executive
will not serve as an officer, director or employee of any bank holding
company, bank, savings association, savings and loan holding company,
mortgage company or other financial institution that offers products
or
services competing with those offered by the Bank from any office
within
thirty-five (35) miles from the main office or any branch of the
Bank and,
further, Executive will not interfere with the relationship of the
Bank,
its subsidiaries or affiliates and any of their employees, agents,
or
representatives.
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h.
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To
the extent Executive is a member of the Board on the date of termination
of employment with the Bank, Executive will resign from the Board
immediately following such termination of employment with the Bank.
Executive will be obligated to tender this resignation regardless
of the
method or manner of termination, and such resignation will not be
conditioned upon any event or
payment.
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a.
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For
purposes of this Agreement, a “Change in Control” means any of the
following events:
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i.
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Merger:
Northeast Community Bancorp, Inc. (the “Company”) merges into or
consolidates with another entity, or merges another corporation into
the
Company, and as a result, less than a majority of the combined voting
power of the resulting corporation immediately after the merger or
consolidation is held by persons who were stockholders of the Company
immediately before the merger or
consolidation;
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ii.
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Acquisition
of Significant Share Ownership:
There is filed, or is required to be filed, a report on Schedule
13D or
another form or schedule (other than Schedule 13G) required under
Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended,
if the
schedule discloses that the filing person or persons acting in concert
has
or have become the beneficial owner of 25% or more of a class of
the
Company’s voting securities, but this clause (ii) shall not apply to
beneficial ownership of Company voting shares held in a fiduciary
capacity
by an entity of which the Company directly or indirectly beneficially
owns
50% or more of its outstanding voting
securities;
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Change
in Board Composition:
During any period of two consecutive years, individuals who constitute
the
Company’s Board of Directors at the beginning of the two-year period cease
for any reason to constitute at least a majority of the Company’s Board of
Directors; provided, however, that for purposes of this clause (iii),
each
director who is first elected by the board (or first nominated by
the
board for election by the members) by a vote of at least two-thirds
(2/3)
of the directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the beginning
of
such period; or
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| iv. |
Sale
of Assets:
The Company sells to a third party all or substantially all of its
assets.
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b.
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Termination.
If within the period ending one year after a Change in Control, (i)
the
Bank terminates Executive’s employment Without Cause, or (ii) Executive
voluntarily terminates her employment With Good Reason, the Bank
will,
within ten calendar days of the
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termination
of Executive’s employment, make a lump-sum cash payment to her equal to three
times Executive’s average “Annual Compensation” over the five (5) most recently
completed calendar years, ending with the year immediately preceding the
effective date of the Change in Control. “Annual Compensation” will include base
salary and any other taxable income, including, but not limited to, amounts
related to the granting, vesting or exercise of restricted stock or stock option
awards, commissions, bonuses, retirement benefits, director or committee fees
and fringe benefits paid to Executive or accrued for Executive’s benefit. Annual
Compensation will also include profit sharing, employee stock ownership plan
and
other retirement contributions or benefits, including to any tax-qualified
plan
or arrangement (whether or not taxable) made or accrued on behalf of Executive
for such year. The cash payment made under this Section 12(b) shall be made
in
lieu of any payment also required under Section 11(f) of this Agreement because
of Executive’s termination of employment, however, Executive’s rights under
Section 11(f) are not otherwise affected by this Section 12. Following
termination of employment, executive will also continue to participate in any
benefit plans of the Bank that provide medical, dental and life insurance
coverage upon terms no less favorable than the most favorable terms provided
to
senior executives. If the Bank cannot provide such coverage because Executive
is
no longer an employee, the Bank will provide Executive with comparable coverage
on an individual basis or the cash equivalent. The medical, dental and life
insurance coverage provided under this Section 12(b) shall cease upon the
earlier of: (i) Executive’s death; (ii) Executive’s employment by another
employer other than one of which she is the majority owner; or (iii) thirty-six
(36) months after her termination of employment.
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c.
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The
provisions of Section 12 and Sections 14 through 27, including the
defined
terms used in such sections, shall continue in effect until the later
of
the expiration of this Agreement or one year following a Change in
Control.
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d.
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Notwithstanding
anything in this Section 12 to the contrary, a “Change in Control” for
purposes of this Agreement shall not include any corporate restructuring
transaction by the Bank, including, but not limited to, a mutual
to stock
conversion, provided that the Board of Directors of the Bank immediately
preceding such transaction constitutes at least a majority of the
Board of
Directors of the Bank after such
transaction.
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a.
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Indemnification.
The Bank agrees to indemnify Executive (and her heirs, executors,
and
administrators), and to advance expenses related to this indemnification,
to the fullest extent permitted under applicable law and regulations
against any and all expenses and liabilities that Executive reasonably
incurs in connection with or arising out of any action, suit, or
proceeding in which she may be involved by reason of her service
as a
director or executive of the Bank or any of its subsidiaries or affiliates
(whether or not she continues to be a director or executive at the
time of
incurring any such expenses or liabilities). Covered expenses and
liabilities include, but are not limited to, judgments, court costs,
and
attorneys’ fees and the costs of reasonable settlements, subject to Board
approval, if the action is brought against Executive in her capacity
as an
executive or director of the Bank or any of its subsidiaries.
Indemnification for expenses will not extend to matters related to
Executive’s termination for Cause. Notwithstanding anything in this
Section 13(a) to the contrary, the Bank will not be required to provide
indemnification prohibited by applicable law or regulation. The
obligations of this Section 13 will survive the term of this Agreement
by
a period of six (6) years.
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b.
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Insurance.
During the period for which the Bank must indemnify Executive, the
Bank
will provide Executive (and her heirs, executors, and administrators)
with
coverage under a directors’ and officers’ liability policy at the Bank’s
expense, that is at least equivalent to the coverage provided to
directors
and senior executives of the Bank.
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14. Reimbursement
of Executive’s Expenses to Enforce this Agreement.
The
Bank
will reimburse Executive for all out-of-pocket expenses, including, without
limitation, reasonable attorneys’ fees, incurred by Executive in connection with
her successful enforcement of the Bank’s obligations under this Agreement.
Successful enforcement means the grant of an award of money or the requirement
that the Bank take some specified action: (i) as a result of court order; or
(ii) otherwise following an initial failure of the Bank to pay money or take
action promptly following receipt of a written demand from Executive stating
the
reason that the Bank must make payment or take action under this
Agreement.
15. Limitation
of Benefits Under Certain Circumstances.
If
the
payments and benefits pursuant to Section 12 of this Agreement, either alone
or
together with other payments and benefits Executive has the right to receive
from the Bank, would constitute a “parachute payment” under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), the payments and
benefits pursuant to Section 12 shall be reduced or revised, in the manner
determined by Executive, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits under Section 12 being
non-deductible to the Bank pursuant to Section 280G of the Code and subject
to
the excise tax imposed under Section 4999 of the Code. The Bank’s independent
public accountants will determine any reduction in the payments and benefits
to
be made pursuant to Section 12; the Bank will pay for the accountant’s opinion.
If the Bank and/or Executive do not agree with the accountant’s opinion, the
Bank will pay to Executive the maximum amount of payments and benefits pursuant
to Section 12, as selected by Executive, that the opinion indicates have a
high
probability of not causing any of the payments and benefits to be non-deductible
to the Bank and subject to the imposition of the excise tax imposed under
Section 4999 of the Code. The Bank may also request, and Executive has the
right
to demand that the Bank request, a ruling from the IRS as to whether the
disputed payments and benefits pursuant to Section 12 have such tax
consequences. The Bank will promptly prepare and file the request for a ruling
from the IRS, but in no event will the Bank make this filing later than thirty
(30) days from the date of the accountant’s opinion referred to above. The
request will be subject to Executive’s approval prior to filing; Executive shall
not unreasonably withhold her approval. The Bank and Executive agree to be
bound
by any ruling received from the IRS and to make appropriate payments to each
other to reflect any IRS rulings, together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained
in this Agreement shall result in a reduction of any payments or benefits to
which Executive may be entitled upon termination of employment other than
pursuant to Section 12 hereof, or a reduction in the payments and benefits
specified in Section 12, below zero.
16. Injunctive
Relief.
Upon
a
breach or threatened breach of Section 11(g) of this Agreement or the
prohibitions upon disclosure contained in Section 10(c) of this Agreement,
the
parties agree that there is no adequate remedy at law for such breach, and
the
Bank shall be entitled to injunctive relief restraining Executive from such
breach or threatened breach, but such relief shall not be the exclusive remedy
for a breach of this Agreement. The parties further agree that Executive,
without limitation, may seek injunctive relief to enforce the obligations of
the
Bank under this Agreement.
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a.
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This
Agreement shall inure to the benefit of and be binding upon any corporate
or other successor of the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all
or
substantially all of the assets or stock of the
Bank.
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b.
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Since
the Bank is contracting for the unique and personal skills of Executive,
Executive shall not assign or delegate her rights or duties under
this
Agreement without first obtaining the written consent of the
Bank.
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18.
No
Mitigation.
Executive
shall not be required to mitigate the amount of any payment provided for in
this
Agreement by seeking other employment or otherwise and no such payment shall
be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.
19. Notices.
All
notices, requests, demands and other communications in connection with this
Agreement shall be made in writing and shall be deemed to have been given when
delivered by hand or 48 hours after mailing at any general or branch United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the Bank at their principal business offices and to Executive at her home
address as maintained in the records of the Bank.
20. Source
of Payments.
All
payments provided for under this Agreement shall be timely paid in cash or
check
from the general funds of the Bank. The Company, however, unconditionally
guarantees payment and provision of all amounts and benefits due under this
Agreement. In the event the Bank does not pay such amounts or provide such
benefits, they shall be paid or provided by the Company.
21. No
Plan Created by this Agreement.
Executive
and the Bank expressly declare and agree that this Agreement was negotiated
among them and that no provision or provisions of this Agreement are intended
to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation,
and each party expressly waives any right to assert the contrary. Any assertion
in any judicial or administrative filing, hearing, or process that an ERISA
plan
was created by this Agreement shall be deemed a material breach of this
Agreement by the party making the assertion.
22. Amendments.
No
amendments or additions to this Agreement shall be binding unless made in
writing and signed by all of the parties, except as herein otherwise
specifically provided.
23. Applicable
Law.
Except
to the extent preempted by federal law, the laws of the State of New York shall
govern this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.
24. Severability.
The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any one provision shall not affect the validity or
enforceability of the other provisions of this Agreement.
25. Headings.
Headings
contained in this Agreement are for convenience of reference only.
26. Entire
Agreement.
This
Agreement, together with any modifications subsequently agreed to in writing
by
the parties, shall constitute the entire agreement among the parties with
respect to the
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foregoing
subject matter, other than written
agreements applicable to specific plans, programs or arrangements described
in
Sections 5 and 6.
27. Required
Provisions.
In the
event any of the foregoing provisions of this Agreement conflict with the terms
of this Section 27, this Section 27 shall prevail.
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The
Bank’s board of directors may terminate Executive’s employment at any
time, but any termination by the Bank, other than termination for
Cause,
shall not prejudice Executive’s right to compensation or other benefits
under this Agreement. Executive shall not have the right to receive
compensation or other benefits for any period after termination for
Cause
as defined in Section 11(d) of this
Agreement.
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b.
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If
Executive is suspended from office and/or temporarily prohibited
from
participating in the conduct of the Bank’s affairs by a notice served
under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance
Act, 12
U.S.C. Section 1818(e)(3) or (g)(1), the Bank’s obligations under this
contract shall be suspended as of the date of service, unless stayed
by
appropriate proceedings. If the charges in the notice are dismissed,
the
Bank may, in its discretion: (i) pay Executive all or part of the
compensation withheld while their contract obligations were suspended;
and
(ii) reinstate (in whole or in part) any of the obligations which
were
suspended.
|
|
c.
|
If
Executive is removed and/or permanently prohibited from participating
in
the conduct of the Bank’s affairs by an order issued under Section 8(e)(4)
or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1818(e)(4) or (g)(1), all obligations of the Bank under this contract
shall terminate as of the effective date of the order, but vested
rights
of the contracting parties shall not be
affected.
|
|
d.
|
If
the Bank is in default as defined in Section 3(x)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all obligations
under
this contract shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting
parties.
|
|
e.
|
All
obligations under this contract shall terminate, except to the extent
determined that continuation of the contract is necessary for the
continued operation of the institution: (i) by the Director of the
OTS (or
his designee) at the time the FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained
in
Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1823(c), or (ii) by the Director of the OTS (or his designee) at
the time
the Director (or his designee) approves a supervisory merger to resolve
problems related to the operations of the Bank or when the Bank is
determined by the Director to be in an unsafe or unsound condition.
Any
rights of the parties that have already vested, however, shall not
be
affected by such action.
|
| f. |
Any
payments made to Executive pursuant to this Agreement, or otherwise,
are
subject to and conditioned upon their compliance with 12 U.S.C. Section
1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute
and
Indemnification Payments.
|
10
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement on October
17, 2006.
|
ATTEST:
|
NORTHEAST
COMMUNITY BANK
|
||
| /s/ Xxxxxxx X. Xxxxxx |
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
|
Witness
|
For
the Entire Board of Directors
|
||
|
ATTEST:
|
NORTHEAST
COMMUNITY BANCORP, INC.
|
||
|
(As
Guarantor)
|
|||
| /s/ Xxxxxxx X. Xxxxxx |
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
|
Witness
|
For
the Entire Board of Directors
|
||
|
WITNESS:
|
EXECUTIVE
|
||
| /s/ Xxxxxxx X. Xxxxxx |
By:
|
/s/ Xxxxx Xxxxxx | |
|
Xxxxx
Xxxxxx
|
|||
11
