ex10-15.htm


    EMPLOYMENT
      AGREEMENT

    JOHN
      S. FITZGERALD

    


     

    This
      Agreement is made effective as of the 1st day of November, 2007 by and between
      Magyar Bancorp, Inc., a Delaware corporation (the “Company”), with its principal
      administrative office at 400 Somerset Street, New Brunswick, New Jersey 08903,
      and John S. Fitzgerald (“Executive”).

     

    WHEREAS,
      Executive is currently employed as the Executive Vice President and Chief
      Operating Officer of the Company and Magyar Bank, a New Jersey chartered stock
      savings bank  and a wholly owned subsidiary of the Company (the
“Bank”); and

     

    WHEREAS,
      in consideration of Executive’s outstanding service to the Company and the Bank,
      the Company desires to provide further incentive to Executive to achieve
      corporate objectives and to remain in the employ of the Bank by providing him
      with this employment agreement in place of the change in control agreement
      previously entered into between the Company and the Bank.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      and conditions hereinafter set forth, the Company and Executive hereby agree
      as
      follows:

     

    
      	
              1.

            	
              POSITION
                AND RESPONSIBILITIES

            


    

    


    During
      the period of his employment hereunder, Executive agrees to serve as Executive
      Vice President and Chief Operating Officer of the Company and the
      Bank.  The Executive shall serve under the direction of the President
      and Chief Executive Officer and the Board of Directors, and shall report
      directly to the President and Chief Executive Officer. During said period,
      Executive also agrees to serve, if elected, as an officer and director of any
      subsidiary or affiliate of the Company.

     

    
      	
              2.

            	
              TERM
                AND DUTIES

            


    

    


              
         (a)           The
      period of Executive’s employment under this Agreement shall begin as of the date
      first above written and shall continue for thirty-six (36) full calendar months
      thereafter.  Commencing December 31, 2007, and continuing December
      31st of each
      year thereafter (the “Anniversary Date”), this Agreement shall renew for an
      additional period such that the remaining term shall be thirty-six months,
      unless written notice of non-renewal (“Non-Renewal Notice”) is provided to
      Executive at least thirty (30) days prior to any such Anniversary Date, in
      which
      event this Agreement shall terminate at the end of thirty-six (36) months
      following such Anniversary Date.   Prior to each notice period
      for non-renewal, the disinterested members of the Board of Directors of the
      Company (“Board”) will conduct a comprehensive performance evaluation and review
      of Executive for purposes of determining whether to provide Non-Renewal Notice,
      and the results thereof shall be included in the minutes of the Board’s
      meeting.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (b)           During
      the period of his employment hereunder, except for periods of absence occasioned
      by illness, reasonable vacation periods, and reasonable leaves of absence,
      Executive shall faithfully perform his duties hereunder including activities
      and
      services related to the organization, operation and management of the
      Company.

    


    
      	
              3.

            	
              COMPENSATION
                AND REIMBURSEMENT

            


    

    


    (a)           The
      compensation specified under this Agreement shall constitute the salary and
      benefits paid for the position, responsibilities and duties described in
      Sections 1 and 2.  In consideration of the services to be rendered by
      Executive hereunder, the Company and/or the Bank shall pay Executive as
      compensation a salary of not less than One Hundred Seventy-five Thousand dollars
      ($175,000) per year (“Base Salary”).  Such Base Salary shall be
      payable bi-weekly, or in accordance with the Bank’s normal payroll
      practices.  During the period of this Agreement, Executive’s Base
      Salary shall be reviewed at least annually; the first such review will be made
      no later than December 31 of each year during the term of this
      Agreement.  Such review shall be conducted by the Board of Directors
      of the Company and/or the Bank (the “Board”) (or a committee thereof), and the
      Board may increase, but not decrease, Executive’s Base Salary (any increase in
      Base Salary shall become the “Base Salary” for purposes of this
      Agreement).  In addition to the Base Salary provided in this Section
      3(a), the Company and/or its subsidiaries shall provide Executive at no cost
      to
      Executive with all such other benefits as are provided uniformly to permanent
      full-time employees of the Company and/or its subsidiaries.

    


    (b)           The
      Company and/or its subsidiaries will provide Executive with employee benefit
      plans, arrangements and perquisites substantially equivalent to those in which
      Executive was participating or otherwise deriving benefit from immediately
      prior
      to the beginning of the term of this Agreement, and the Company and/or its
      subsidiaries will not, without Executive’s prior written consent, make any
      changes in such plans, arrangements or perquisites which would adversely affect
      Executive’s rights or benefits thereunder, unless such change is applicable to
      all similarly situated employees.  Nothing paid to Executive under any
      such plan or arrangement will be deemed to be in lieu of other compensation
      to
      which Executive is entitled under this Agreement.

    


    (c)           In
      addition to the Base Salary provided for by Section 3(a), the Company and/or
      its
      subsidiaries shall pay or reimburse Executive for all reasonable travel and
      other reasonable expenses incurred by Executive in performing his obligations
      under this Agreement and may provide such additional compensation in such form
      and such amounts as the Board may from time to time determine.

    


    4.           OUTSIDE
      ACTIVITIES

     

    Executive
      may serve as a member of the board of directors of business, community and
      charitable organizations subject to the approval of the Board, provided that
      in
      each case such service shall not materially interfere with the performance
      of
      his duties under this Agreement or present any conflict of
      interest.

     


    
      
         

      

      
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              5.

            	
              WORKING
                FACILITIES AND EXPENSES

            


    

     

    Executive’s
      principal place of employment shall be the Company’s principal executive
      offices.  The Company shall provide Executive, at his principal place
      of employment, with a private office and other support services and facilities
      suitable to his position with the Company and necessary or appropriate in
      connection with the performance of his duties under this
      Agreement.  The Company and/or its subsidiaries shall pay Executive a
      monthly automobile allowance of no less than $400. The Company and/or its
      subsidiaries shall reimburse Executive for his ordinary and necessary business
      expenses incurred in connection with the performance of his duties under this
      Agreement, including, without limitation, fees for memberships in such clubs
      (including the Forsgate Country Club) and organizations (such as the Risk
      Management Association) that Executive and the Board mutually agree are
      necessary and appropriate to further the business of the Company, and travel
      and
      reasonable entertainment expenses.  Reimbursement of such expenses
      shall be made upon presentation of an itemized account of the expenses in such
      form as the Company and/or its subsidiaries may reasonably require.

     

    6.           PAYMENTS
      TO EXECUTIVE UPON AN EVENT OF TERMINATION

    


    (a)           The
      provisions of this Section 6 shall apply upon the occurrence of an Event of
      Termination (as herein defined) during Executive’s term of employment under this
      Agreement.  As used in this Agreement, an “Event of Termination” shall
      mean and include any one or more of the following:

    


     

    
      	
               

            	
              (i)

            	
              the
                involuntary termination by the Company or the Bank of Executive’s
                full-time employment hereunder for any reason other than termination
                for
                Cause (as defined in Section 8 below), or termination for Disability
                or
                Retirement (as defined in Section 7 below);
                or

            


    

     

    (ii)           Executive’s
      resignation from the Bank’s employ, upon any

     

    
      	
               

            	
              (A)

            	
              failure
                to elect or reelect or to appoint or reappoint Executive as Executive
                Vice
                President and Chief Operating
                Officer,

            


    

     

    
      	
               

            	
              (B)

            	
              material
                change in Executive’s functions, duties, or responsibilities, which change
                would cause Executive’s position to become one of lesser responsibility,
                importance, or scope from the position and attributes thereof described
                in
                Section 1, above, or

            


    

     

    
      	
               

            	
              (C)

            	
              material
                breach of this Agreement by the
                Company.

            


    

     

    Upon
      the
      occurrence of any event described in clauses (ii) (A) through (C) above (“Good
      Reason”), Executive shall have the right to elect to voluntarily terminate his
      employment under this Agreement, provided that, within 90 days of the initial
      existence of the condition serving as the basis for the voluntary termination
      for Good Reason, Executive gives the Company written notice of the condition,
      and provided further that the Company has at least 30 days to remedy the
      condition.

     


    
      
         

      

      
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              (iii)

            	
              The
                involuntary termination of Executive’s employment by the Company or the
                Bank, at any time following a Change in Control during the term of
                this
                Agreement.  For these purposes, a Change in Control shall mean a
                change in control of a nature that: (i) would be required to be reported
                in response to Item 5.01 of the current report on Form 8-K, as in
                effect
                on the date hereof, pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in
                Control of the Bank or the Company within the meaning of the Bank
                Holding
                Company Act, as amended, and applicable rules and regulations promulgated
                thereunder (collectively, the “BHCA”) as in effect at the time of the
                Change in Control; or (iii) without limitation such a Change in Control
                shall be deemed to have occurred at such time as (a) any “person” (as the
                term is used in Sections 13(d) and 14(d) of the Exchange Act) is
                or
                becomes the “beneficial owner” (as defined in Rule 13d-3 under the
                Exchange Act), directly or indirectly, of securities of the Company
                representing 25% or more of the combined voting power of Company’s
                outstanding securities, except for any securities purchased by the
                Bank’s
                employee stock ownership plan or trust; or (b) individuals who constitute
                the Board on the date hereof (the “Incumbent Board”) cease for any reason
                to constitute at least a majority thereof, provided that any
                person becoming a director subsequent to the date hereof whose election
                was approved by a vote of at least three-quarters of the directors
                comprising the Incumbent Board, or whose nomination for election
                by the
                Company’s stockholders was approved by the same Nominating Committee
                serving under an Incumbent Board, shall be, for purposes of this
                clause
                (b), considered as though he were a member of the Incumbent Board;
                or (c)
                a plan of reorganization, merger, consolidation, sale of all or
                substantially all the assets of the Bank or the Company or similar
                transaction in which the Bank or Company is not the surviving institution
                occurs or is implemented; or (d) a proxy statement soliciting proxies
                from
                stockholders of the Company is distributed, by someone other than
                the
                current management of the Company, seeking stockholder approval of
                a plan
                of reorganization, merger or consolidation of the Company or similar
                transaction with one or more corporations as a result of which the
                outstanding shares of the class of securities then subject to the
                plan are
                exchanged for or converted into cash or property or securities not
                issued
                by the Company; or (e) a tender offer is made for 25% or more of
                the
                voting securities of the Company and the shareholders owning beneficially
                or of record 25% or more of the outstanding securities of the Company
                have
                tendered or offered to sell their shares pursuant to such tender
                offer and
                such tendered shares have been accepted by the tender
                offeror.  Notwithstanding anything in this subsection to the
                contrary, a Change in Control shall not be deemed to have occurred
                upon
                the conversion of the Company’s mutual holding company parent to stock
                form, or in connection with any reorganization used to effect such a
                conversion.

            


    

     


    
      
         

      

      
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    (b)           Upon
      the occurrence of an Event of Termination, as defined in Section 6(a)(i) or
      (ii), on the Date of Termination, as defined in Section 9(b), the Company and/or
      its subsidiaries shall pay Executive, or, in the event of his death subsequent
      to an Event of Termination, his beneficiary or beneficiaries, or his estate,
      as
      the case may be, as severance pay or liquidated damages, or both, an amount
      equal to two (2) times Executive’s Base Salary.  Upon the occurrence
      of an Event of Termination, as defined in Section 6(a)(iii), on the Date of
      Termination, the Company and/or its subsidiaries shall pay Executive, or, in
      the
      event of his death subsequent to the Event of Termination, his beneficiary
      or
      beneficiaries, or his estate, as the case may be, as severance pay or liquidated
      damages, or both, a sum equal to two (2) times the sum of (i) Executive’s Base
      Salary, plus (ii) any earned and accrued but unpaid Bonus for the year of
      Termination   Payments hereunder shall be made in a lump sum
      within thirty (30) days of the Date of Termination, provided, however, if
      Executive is a “Specified Employee” under Section 409A of the Internal Revenue
      Code (“Code”), such payment shall be made on the first day of the seventh full
      month) following Executive’s “separation from service,” as such term is defined
      in Code Section 409A.

    


    (c)           Upon
      the occurrence of an Event of Termination, as defined in Section 6(a)(i),
      6(a)(ii) or 6(a)(iii), the Company will cause to be continued, at Company’s sole
      expense, life insurance coverage and non-taxable medical and dental insurance
      coverage substantially identical to the coverage maintained by the Company
      and/or the Bank for Executive prior to his termination.  Such coverage or
      payment shall continue for twenty-four (24) months from the Date of
      Termination and shall count as “COBRA” coverage.

    


    (d)           Notwithstanding
      the preceding paragraphs of this Section 6, in no event shall the aggregate
      payments or benefits to be made or afforded to the Executive under said
      paragraphs (the “Termination Benefits”) constitute an “excess parachute payment”
under Section 280G of the Code or any successor thereto, and in order to avoid
      such a result, Termination Benefits will be reduced, if necessary, to an amount
      (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less
      than an amount equal to three (3) times the Executive’s “base amount”, as
      determined in accordance with said Section 280G.  The allocation of
      the reduction required hereby among Termination Benefits provided by the
      preceding paragraphs of this Section 6 shall be determined by the
      Executive.

    


    7.           TERMINATION
      UPON RETIREMENT, DISABILITY OR DEATH

     

    (a)           For
      purposes of this Agreement, termination by the Company or the Bank of
      Executive’s employment based on “Retirement” shall mean termination of
      Executive’s employment by the Company or the Bank upon attainment of age 65, or
      such later date as determined by the Board. Upon termination of Executive’s
      employment upon Retirement, Executive shall be entitled to all benefits under
      any retirement plan of the Company or Bank and other plans to which Executive
      is
      a party, but he shall not be entitled to the Termination Benefits specified
      in
      Section 6(b) through (c) hereof.

     


    
      
         

      

      
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    (b)           The
      Company may terminate this Agreement if Executive becomes “Disabled” (as defined
      in the next sentence).  In such event, the Executive shall receive the
      greater of (i) his net after-tax Base Salary for the remaining term of the
      Agreement, or one year, whichever is the longer period of time; or (ii)
      disability insurance benefits provided by the Company, plus any applicable
      workman’s or social security disability benefits to which Executive is entitled,
      with the understanding that the amount of any such disability benefits shall
      offset the Company’s obligation to pay Executive his Base
      Salary.  “Disabled” shall mean that Executive is (A) unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months or (B)
      determined to be totally disabled by the Social Security
      Administration.  If Executive is Disabled, the Date of Termination
      shall be the date that the Company provides a Notice of Termination to
      Executive.  Disability benefits as described in this paragraph shall
      be provided to Executive starting on such Date of Termination.

     

    8.           TERMINATION
      FOR CAUSE

    


    In
      the
      event that employment hereunder is terminated by the Company for Cause, the
      Executive shall not be entitled to receive compensation or other benefits for
      any period after such termination, except as provided by law.  The
      phrase “Cause” as used herein, shall exist when there has been a good faith
      determination by the Company, as communicated to Executive by the Chief
      Executive Officer, that there shall have occurred one or more of the following
      events with respect to the Executive: (i) the conviction of the Executive of
      a
      felony or of any lesser criminal offense involving moral turpitude; (ii) the
      willful commission by the Executive of a criminal or other act that, in the
      judgment of the Board will likely cause substantial economic damage to the
      Company or the Bank or substantial injury to the business reputation of the
      Company or Bank; (iii) the commission by the Executive of an act of fraud in
      the
      performance of his duties on behalf of the Company or Bank; (iv) the continuing
      willful failure of the Executive to perform his duties to the Company or Bank
      (other than any such failure resulting from the Executive’s incapacity due to
      Disability) after written notice thereof (specifying the particulars thereof
      in
      reasonable detail) and a reasonable opportunity to be heard and cure such
      failure are given to the Executive; or (v) an order of a federal or state
      regulatory agency or a court of competent jurisdiction requiring the termination
      of the Executive’s employment by the Company.  Notwithstanding the
      foregoing, Cause shall not be deemed to exist unless there shall have been
      delivered to the Executive a copy of a resolution duly adopted by the
      affirmative vote of not less than a majority of the entire membership of the
      Board at a meeting of the Board called and held for the purpose (after
      reasonable notice to the Executive and an opportunity for the Executive to
      be
      heard before the Board), finding that in the good faith opinion of the Board
      the
      Executive was guilty of conduct described above and specifying the particulars
      thereof.  Prior to holding a meeting at which the Board is to make a
      final determination whether Cause exists, if the Board determines in good faith
      at a meeting of the Board, by not less than a majority of its entire membership,
      that there is probable cause for it to find that the Executive was guilty of
      conduct constituting Cause as described above, the Board may suspend the
      Executive from his duties hereunder for a reasonable period of time not to
      exceed fourteen (14) days pending a further meeting  at which the
      Executive shall be given the opportunity to be heard before the
      Board.


    
      
         

      

      
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    For
      purposes of this subparagraph, no act or failure to act, on the Executive’s part
      shall be considered “willful” unless done, or omitted to be done, by him not in
      good faith without reasonable belief that his action or omission was in the
      best
      interest of the Company and the Bank.  Upon a finding of Cause, the
      Board shall deliver to the Executive a Notice of Termination, as more fully
      described in Section 9 below.

    


    9.           NOTICE

    


    (a)           Any
      purported termination by the Company or by Executive shall be communicated
      by
      Notice of Termination to the other party hereto.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a written notice which shall
      indicate the specific termination provision in this Agreement relied upon and
      shall set forth in reasonable detail the facts and circumstances claimed to
      provide a basis for termination of Executive’s employment under the provision so
      indicated.

    


    (b)           Date
      of Termination” shall mean (A) if Executive’s employment is terminated for
      Disability, thirty (30) days after a Notice of Termination is given (provided
      that he shall not have returned to the performance of his duties on a full-time
      basis during such thirty (30) day period), and (B) if his employment is
      terminated for any other reason, the date specified in the Notice of Termination
      (which, except in the case of a termination for Cause, shall not be less than
      thirty (30) days from the date such Notice of Termination is
      given).  In the event of termination for Cause, termination shall be
      immediate upon the receipt of a Notice of Termination.

    


    (c)           If,
      within thirty (30) days after any Notice of Termination is given, the party
      receiving such Notice of Termination notifies the other party in writing that
      a
      dispute exists concerning the termination (“Notice of Dispute”), the Date of
      Termination shall be the date on which the dispute is finally determined, either
      by mutual written agreement of the parties, by a binding arbitration award,
      or
      by a final judgment, order or decree of a court of competent jurisdiction (the
      time for appeal having expired and no appeal having been perfected) and provided
      further that the Date of Termination shall be extended by a Notice of Dispute
      only if the Notice of Dispute is given in good faith and the party giving the
      Notice of Dispute pursues the resolution of such dispute with reasonable
      diligence.  Notwithstanding the pendency of any such dispute, except
      in the event of termination for Cause, the Company will continue to pay
      Executive his full compensation in effect when the Notice of Dispute was given
      (including, but not limited to, Base Salary) and continue Executive as a
      participant in all compensation, benefit and insurance plans in which he was
      participating when the Notice of Dispute was given, until the dispute is finally
      resolved in accordance with this Agreement, provided such dispute is resolved
      within the term of this Agreement.  If such dispute is not resolved
      within the term of the Agreement, the Company shall not be obligated, upon
      final
      resolution of such dispute, to pay Executive compensation and other payments
      accruing beyond the term of the Agreement.  Amounts paid under this Section
      following Notice of Termination shall be offset against or reduce any other
      amounts due under this Agreement.


    
      
         

      

      
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    (d)           The
      dispute provisions of Section 9(c) shall not apply in the event of Executive’s
      voluntary termination for Good Reason.  If Executive voluntarily
      terminates employment for Good Reason, then the Date of Termination shall be
      the
      date specified in the Notice of Termination.

    


    10.           POST-TERMINATION
      OBLIGATIONS

    


    Executive
      shall furnish such information and assistance to the Company and the Bank as
      may
      reasonably be required by the Company, in connection with any litigation in
      which it or any of its subsidiaries or affiliates is, or may become, a party;
      provided, however, that Executive shall not be required to provide information
      or assistance with respect to any litigation between the Executive and the
      Company or any of its subsidiaries or affiliates.

    


    11.           NON-COMPETITION

    


    (a)           Executive
      hereby covenants and agrees that, for a period of one year following any
      termination of employment with the Company or bank, he shall not, without the
      written consent of the Company, either directly or indirectly:

    


    (i)           solicit,
      offer employment to, or take any other action intended (or that a reasonable
      person acting in like circumstances would expect) to have the effect of causing
      any officer or employee of the Bank or the Company, or any of their respective
      subsidiaries or affiliates, to terminate his or her employment and accept
      employment or become affiliated with, or provide services for compensation
      in
      any capacity whatsoever to, any business whatsoever that competes with the
      business of the Bank or the Company, or any of their direct or indirect
      subsidiaries or affiliates, or which has headquarters or offices within
      twenty-five (25) miles of the locations in which the Bank or the Company has
      business operations or has filed an application for regulatory approval to
      establish an office;

    


    (ii)           become
      an officer, employee, consultant, director, independent contractor, agent,
      sole
      proprietor, joint venturer, greater than 5% equity owner or stockholder, partner
      or trustee
      of any savings bank, savings and loan association, savings and loan holding
      company, credit union, bank or bank holding company, insurance company or
      agency, any mortgage or loan broker or any other entity competing with the
      Bank
      or the Company or their affiliates in the same geographic locations where the
      Bank, Company or their affiliates or which has headquarters or offices within
      twenty-five (25) miles of the locations in which the Bank or the Company has
      business operations or has filed an application for regulatory approval to
      establish an office; provided, however, that this restriction
      (11(a)(ii)) shall not apply if Executive’s employment is terminated following a
      Change in Control; or

    


    (iii)           solicit,
      provide any information, advice or recommendation or take any other action
      intended (or that a reasonable person acting in like circumstances would expect)
      to have the effect of causing any customer of the Company or the Bank to
      terminate an existing business or commercial relationship with the Company
      or
      the Bank.


    
      
         

      

      
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    (b)           Executive
      recognizes and acknowledges that the knowledge of the business activities and
      plans for business activities of the Company and affiliates thereof, as it
      may
      exist from time to time, is a valuable, special and unique asset of the business
      of the Company.  Executive will not, during or after the term of his
      employment, disclose any knowledge of the past, present, planned or considered
      business activities of the Company, the Bank or their affiliates to any person,
      firm, corporation, or other entity for any reason or purpose whatsoever (except
      for such disclosure as may be required to be provided to any federal banking
      agency with jurisdiction over the Company, the Bank or
      Executive).  Notwithstanding the foregoing, Executive may disclose any
      knowledge of banking, financial and/or economic principles, concepts or ideas
      which are not solely and exclusively derived from the business plans and
      activities of the Company and the Bank, and Executive may disclose any
      information regarding the Bank or the Company which is otherwise publicly
      available.

    


    (a)           (c)           All
      payments and benefits to Executive under this Agreement shall be subject to
      Executive’s compliance with this Section 11.  The parties hereto,
      recognizing that irreparable injury will result to the Company, the Bank, their
      business and property in the event of Executive’s breach of this Section 11,
      agree that, in the event of any such breach by Executive, the Company and the
      Bank will be entitled, in addition to any other remedies and damages available,
      to an injunction to restrain the violation hereof by Executive and all persons
      acting for or with Executive. Executive represents and admits that Executive’s
      experience and capabilities are such that Executive can obtain employment in
      a
      business engaged in other lines and/or of a different nature than the Company
      and the Bank, and that the enforcement of a remedy by way of injunction will
      not
      prevent Executive from earning a livelihood.  Nothing herein will be
      construed as prohibiting the Bank or the Company from pursuing any other
      remedies available to them for such breach or threatened breach, including
      the
      recovery of damages from Executive.

    


    12.           SOURCE
      OF PAYMENTS; NO DUPLICATION OF PAYMENTS

    


    Payments
      pursuant to this Agreement shall be paid by the Company and/or the Bank. To
      the
      extent that payments and benefits, as provided by this Agreement, are paid
      to or
      received by Executive from the Bank, such compensation payments and benefits
      paid by the Bank will satisfy the obligation for such payment and benefits
      under
      this Agreement.  

    


    13.           NO
      EFFECT ON EMPLOYEE BENEFITS PLANS OR PROGRAMS

     

    The
      termination of Executive’s employment during the term of this Agreement or
      thereafter, whether by the Company or by Executive, shall have no effect on
      the
      vested rights of Executive under the Company’s or the Bank’s qualified or
      non-qualified retirement, pension, savings, thrift, profit-sharing or stock
      bonus plans, group life, health (including hospitalization, medical and major
      medical), dental, accident and long term disability insurance plans, or other
      employee benefit plans or programs, or compensation plans or programs in which
      Executive was a participant.

     


    
      
         

      

      
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    14.           REQUIRED
      REGULATORY PROVISIONS

     

    (a)           Notwithstanding
      anything herein contained to the contrary, any payments to Executive by the
      Company, whether pursuant to this Agreement or otherwise, are subject to and
      conditioned upon their compliance with Section 18(k) of the Federal Deposit
      Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
      thereunder in 12 C.F.R. Part 359.

    


    (b)           The
      Company may terminate the Executive’s employment at any time and for any reason,
      but any termination by the Company, other than termination for Cause, shall
      not
      prejudice Executive’s right to compensation or other benefits under this
      Agreement.

    


    15.           NO
      ATTACHMENT

    


    (a)           Except
      as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to affect any such action shall be null, void, and of no
      effect.

    


    (b)           This
      Agreement shall be binding upon, and inure to the benefit of, Executive and
      the
      Bank and their respective successors and assigns.

    


    16.           ENTIRE
      AGREEMENT; MODIFICATION AND WAIVER

    


    (a)           This
      instrument contains the entire agreement of the parties relating to the subject
      matter hereof, and supercedes in its entirety any and all prior agreements,
      understandings or representations relating to the subject matter hereof
      (including the Change in Control Agreement between the Company and the Executive
      dated January 24, 2006).  No modifications of this Agreement shall be
      valid unless made in writing and signed by the parties hereto.

    


    (b)           This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

    


    (c)           No
      term or condition of this Agreement shall be deemed to have been waived, nor
      shall there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel.  No such written waiver shall be deemed a continuing waiver
      unless specifically stated therein, and each such waiver shall operate only
      as
      to the specific term or condition waived and shall not constitute a waiver
      of
      such term or condition for the future as to any act other than that specifically
      waived.

    


    17.           SEVERABILITY

    


    If,
      for
      any reason, any provision of this Agreement, or any part of any provision,
      is
      held invalid, such invalidity shall not affect any other provision of this
      Agreement or any part of such provision not held so invalid, and each such
      other
      provision and part thereof shall to the full extent consistent with law continue
      in full force and effect.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    18.           HEADINGS
      FOR REFERENCE ONLY

     

    The
      headings of sections and paragraphs herein are included solely for convenience
      of reference and shall not control the meaning or interpretation of any of
      the
      provisions of this Agreement.

    


    19.           GOVERNING
      LAW

    


    This
      Agreement shall be governed by the laws of the State of Delaware but only to
      the
      extent not superseded by federal law.

    


    20.           ARBITRATION

    


    Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration, conducted before a panel of three
      arbitrators, one of whom shall be selected by the Company, one of whom shall
      be
      selected by Executive and the third of whom shall be selected by the other
      two
      arbitrators.  The panel shall sit in a location within fifty (50)
      miles from the location of the Company, in accordance with the rules of the
      Judicial Mediation and Arbitration Systems (JAMS) then in
      effect.  Judgment may be entered on the arbitrators award in any court
      having jurisdiction; provided, however, that Executive shall be entitled to
      seek
      specific performance of his right to be paid until the Date of Termination
      during the pendency of any dispute or controversy arising under or in connection
      with this Agreement.

     

    21.           PAYMENT
      OF LEGAL FEES

     

    All
      reasonable legal fees paid or incurred by Executive pursuant to any dispute
      or
      question of interpretation relating to this Agreement shall be paid or
      reimbursed by the Company, provided that the dispute or interpretation has
      been
      settled by Executive and the Company or resolved in Executive’s
      favor.

     

    22.           INDEMNIFICATION

     

    During
      the term of this Agreement, the Company shall provide Executive (including
      his
      heirs, executors and administrators) with coverage under a standard directors
      and officers liability insurance policy at its expense, and shall indemnify
      Executive (and his heirs, executors and administrators) to the fullest extent
      permitted under Delaware law against all expenses and liabilities reasonably
      incurred by him in connection with or arising out of any action, suit or
      proceeding in which he may be involved by reason of his having been a director
      or officer of the Company (whether or not he continues to be a director or
      officer at the time of incurring such expenses or liabilities), such expenses
      and liabilities to include, but not be limited to, judgments, court costs and
      attorneys fees and the cost of reasonable settlements (such settlements must
      be
      approved by the Board of Directors of the Company).  If such action,
      suit or proceeding is brought against Executive in his capacity as an officer
      or
      director of the Company, however, such indemnification shall not extend to
      matters as to which Executive is finally adjudged to be liable for willful
      misconduct in the performance of his duties.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    23.           SUCCESSOR
      TO THE COMPANY

     

    The
      Company shall require any successor or assignee, whether direct or indirect,
      by
      purchase, merger, consolidation or otherwise, to all or substantially all the
      business or assets of the Bank or the Company, expressly and unconditionally
      to
      assume and agree to perform the Company’s obligations under this Agreement, in
      the same manner and to the same extent that the Company would be required to
      perform if no such succession or assignment had taken place.

     

    


     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed
      by its duly authorized officer and Executive has signed this Agreement, as
      of
      the day and date first above written.

     

    
      	
              ATTEST:

            	 	
              MAGYAR
                BANCORP, INC.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Karen LeBlon

            	 	
              By:

            	
               /s/
                Elizabeth E. Hance

            
	
              Secretary

            	 	 	
               ELIZABETH
                E. HANCE

            
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              EXECUTIVE

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                John Reissner

            	 	
              By:

            	
              /s/
                John S. Fitzgerald

            
	 	 	 	
              JOHN
                S. FITZGERALD

            


    

    


    


    


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