NORTHEAST COMMUNITY BANK EMPLOYMENT AGREEMENT
NORTHEAST
COMMUNITY BANK
THIS
AGREEMENT (the “Agreement”), made this 13th day
of March, 2007, by and among NORTHEAST COMMUNITY BANK, a
federally chartered savings bank (the “Bank”), XXXXXXX XXXXXXX
(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 Commercial Loan
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 him
to
perform his 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.
3. Term.
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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 March 26, 2007 (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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4. Base
Compensation.
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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 $135,000 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 his base salary.
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5. Bonuses. As
a signing bonus and inducement for Executive to become an employee of the Bank,
Northeast will pay him a signing bonus of $75,000 payable in three annual
installments, as follows; provided, however, that Executive remains employed
with Northeast Community Bank on the applicable payment date.
$25,000
on March 26, 2007
$25,000
on March 26, 2008
$25,000
on March 26, 2009
Executive
will also 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.
7. Vacations
and Leave.
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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 his 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 of
$300.00 per month. Executive will comply with reasonable reporting
and expense limitations with respect to the automobile allowance as the Bank
may
establish from time to time. The Bank shall also provide Executive
with a cellular telephone and shall pay (or reimburse) Executive for all
reasonable expenses related to the business use of such telephone.
10. Loyalty
and Confidentiality.
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a.
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During
the term of this Agreement, Executive will devote all his business
time,
attention, skill, and efforts to the faithful performance of his
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
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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, 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
he may be exposed during the course of his
employment. Executive further agrees that, unless required by
law or specifically permitted by the Board in writing, he will not
disclose to any person or entity, either during or subsequent to
his
employment, any of the above-mentioned information which is not generally
known to the public, nor will he 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 his 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 his 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 he participates pursuant to Section
6 of
this Agreement or otherwise.
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c.
Disability.
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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 his 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 his 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 his 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 his
termination of employment due to Disability. The Bank will make Disability
payments on a monthly basis commencing on the first day of the
month
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following
the effective date of Executive’s termination of employment due to
Disability and ending on the earlier of: (A) the date he returns
to
full-time employment at the Bank in the same capacity as he was employed
prior to his termination for Disability; (B) his death; (C) his 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
his dependents, to the greatest extent possible, with continued coverage
under all benefit plans (including, without limitation, retirement
plans
and medical, dental and life insurance plans) in which Executive
and/or
his dependents participated prior to his Disability on the same terms
as
if he remained actively employed by the
Bank.
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d. Termination
for Cause.
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i.
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The
Board may, by written notice to Executive, immediately terminate
his
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 his 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,
he will receive only his compensation, and vested rights and benefits
to
the date of his termination. Following his 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 his termination
date.
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f.
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Without
Cause or With Good Reason.
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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
his
employment at any time for a reason other than Cause (a termination
“Without Cause”) and Executive may,
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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 his 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 his
termination. Executive will also continue to participate in any
benefit plans of the Bank that provide medical, dental and life insurance
coverage for 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 his 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
he is
not reasonably equipped by his 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 his principal business office
or his
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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(6) 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
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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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12. Termination
in Connection with a Change in Control.
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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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iii.
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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
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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.
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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 his employment With Good Reason, the Bank
will,
within ten calendar days of the termination of Executive’s employment,
make a lump-sum cash payment to his 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 he is the majority owner;
or
(iii) thirty-six (36) months after his 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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13.
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Indemnification
and Liability
Insurance.
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a.
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Indemnification. The
Bank agrees to indemnify Executive (and his 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
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that
Executive reasonably incurs in connection with or arising out of
any
action, suit, or proceeding in which he may be involved by reason
of his
service as a director or executive of the Bank or any of its subsidiaries
or affiliates (whether or not he 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 his 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 his 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 his
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 his 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.
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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.
17. Successors
and Assigns.
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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 his 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 his 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.
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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 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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a.
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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.
|
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 its contract obligations
were suspended; and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
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|
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.
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|
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.
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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
March 13, 2007.
ATTEST:
|
NORTHEAST
COMMUNITY BANK
|
||
/s/ Xxxx XxXxxxx |
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
Witness
|
For
the Entire Board of Directors
|
||
ATTEST:
|
NORTHEAST
COMMUNITY BANCORP, INC.
|
||
(As
Guarantor)
|
|||
/s/ Xxxx XxXxxxx |
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | |
Witness
|
For
the Entire Board of Directors
|
||
WITNESS:
|
EXECUTIVE
|
||
/s/ Xxxxxxxxx Xxxxxxxx |
By:
|
/s/ Xxxxxxx X. Xxxxxxx | |
Xxxxxxx
Xxxxxxx
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11