performance evaluation and review of Executive annually for purposes of determining whether togive notice not to extend the term of this Agreement, and the results thereof shall be included inthe minutes of the Board’s meeting.     (b) Notwithstanding anything contained in this Agreement to the contrary, either Executive orthe Bank may terminate Executive’s employment with the Bank at any time during the term of thisAgreement, subject to the terms and conditions of this Agreement.**3.** **COMPENSATION AND REIMBURSEMENT.**     (a) The compensation specified under this Agreement shall constitute consideration paid by theBank in exchange for duties described in Section 1 of this Agreement. The Bank shall payExecutive, as compensation, a salary of not less than $350,000 per year (“Base Salary”). BaseSalary shall include any amounts of compensation deferred by Executive under any employee benefitplan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall bepayable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices.During the term of this Agreement, Executive’s Base Salary shall be reviewed at least annually bythe 31st day of each January. Such review shall be conducted by the Board or by a committeedesignated by the Board. The committee or the Board may increase (but not decrease) Executive’sBase Salary at any time. Any increase in Base Salary shall become the “Base Salary” for purposesof this Agreement. The Board may engage the services of an independent consultant to determine theappropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Bankshall also provide Executive with all such other benefits as are provided uniformly to full-timeemployees of the Bank, on the same basis (including cost) that such benefits are provided to othersenior officers of the Bank.     (b) In addition to the Base Salary provided for in Section 3(a), the Bank will provideExecutive with the opportunity to participate in employee benefit plans, arrangements andperquisites substantially equivalent to those in which Executive was participating or otherwisederiving a benefit from immediately prior to the beginning of the term of this Agreement, and anyother employee benefit plans, arrangements and perquisites suitable for the Bank’s seniorexecutives adopted by the Bank subsequent to the Effective Date, and the Bank will not, withoutExecutive’s prior written consent, make any changes in such plans, arrangements or perquisiteswhich would adversely affect Executive’s rights or benefits thereunder, without separatelyproviding for an arrangement that ensures Executive receives, or will receive, the economic valuethat Executive would otherwise lose as a result of such adverse effect, unless such changes applyequally to all other employees or senior officers of the Bank. Without limiting the generality ofthe foregoing provisions of this Section 3(b), Executive shall be entitled to participate in orreceive benefits under any employee benefit plans, whether tax-qualified or otherwise, including,but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans,pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock optionplans, health-and-accident plans, medical coverage or any other employee benefit plan orarrangement made available by the Bank in the future to its senior executives and key managementemployees, subject to and on a basis consistent with the terms, conditions and overalladministration of such plans and arrangements (including designation by the Board of eligibility toparticipate, if applicable). Executive shall also be entitled to incentive compensation andbonuses as provided in any plan or arrangement of the Bank in which
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Executive is eligible to participate (and he shall be entitled to a pro rata distributionunder any incentive compensation or bonus plan as to any year in which a termination of employmentoccurs, other than Termination for Just Cause). Nothing paid to Executive under any such plans orarrangements will be deemed to be in lieu of other compensation to which Executive is entitledunder this Agreement.     (c) In addition to the Base Salary provided for by Section 3(a) and other compensation andbenefits provided for by Section 3(b), the Bank shall pay or reimburse Executive for all reasonableexpenses incurred by Executive in performing his obligations under this Agreement in accordancewith the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank,and in any event, not later than March 15 of the year immediately following the calendar year inwhich Executive incurred such expense.     (d) Executive shall be entitled to paid time off in accordance with the standard policies ofthe Bank for senior executive officers, but in no event less than thirty (30) days paid time offduring each year of employment. Executive shall receive his Base Salary and other benefits duringperiods of paid time off. Executive shall also be entitled to paid legal holidays in accordancewith the policies of the Bank. Executive shall also be entitled to sick leave in accordance withthe policies of the Bank, but in no event less than the number of days of sick leave per year towhich Executive was entitled at the Effective Date of this Agreement.**4.** **OUTSIDE ACTIVITIES.**     During the term of his employment hereunder, except for periods of absence occasioned byillness, reasonable vacation periods and reasonable leaves of absence approved by the Board,Executive shall devote substantially all his business time, attention, skill, and efforts to thefaithful performance of his duties hereunder. Executive also may serve as a member of the board ofdirectors of business, trade association, community and charitable organizations subject to theannual approval of the Board; provided that in each case such service shall not materiallyinterfere with the performance of his duties under this Agreement or present any conflict ofinterest. Executive shall provide to the Board annually a list of all organizations for whichExecutive serves as a director or in a similar capacity for purposes of obtaining the Board’sapproval of Executive’s service on the boards of such organizations. Such service to andparticipation in outside organizations shall be presumed for these purposes to be for the benefitof the Bank, and the Bank shall reimburse Executive his reasonable expenses associated therewith,except for such items that are tax deductible by the Executive as charitable contributions.**5.** **PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.**     (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s termof employment under this Agreement, the provisions of this Section 5 shall apply. As used in thisAgreement, an “Event of Termination” shall mean and include any of the following: (i) the termination by the Bank of Executive’s full-time employmenthereunder for any reason other than termination governed by Section 6
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   (Termination for Just Cause) or termination governed by Section 7(Termination for Disability or Death); or  (ii) Executive’s resignation from the Bank’s employ for any of thefollowing reasons: (A) the failure to elect or reelect or to appointor reappoint Executive to the positions set forth under Section 1;  (B) a material change in Executive’s functions,duties, or responsibilities with the Bank, which change would causeExecutive’s position to become one of lesser responsibility,importance, or scope from the position and attributes thereof describedin Section 1, above;  (C) a relocation of Executive’s principal place ofemployment by more than 30 miles from the corporate office located at581 Main Street, Woodbridge, New Jersey;  (D) a material reduction in the benefits andperquisites to Executive from those being provided as of the EffectiveDate of this Agreement, other than a reduction that is part of aBank-wide reduction in pay or benefits;  (E) a liquidation or dissolution of the Company orthe Bank, other than a liquidation or dissolution that is caused by areorganization or a mutual-to-stock conversion of the Mutual HoldingCompany which does not affect the status of Executive; or  (F) a material breach of this Agreement by theBank.   Upon the occurrence of any event described in clauses (A), (B), (C), (D),(E) or (F), above, Executive shall have the right to elect to terminate hisemployment under this Agreement by resignation upon not less than sixty (60)days prior written Notice of Termination, as defined in Section 9(a), givenwithin six (6) full calendar months after the event giving rise to saidright to elect. Notwithstanding the preceding sentence, in the event of acontinuing breach of this Agreement by the Bank, Executive, after giving duenotice within the prescribed time frame of an initial event specified above,shall not waive any of his rights under this Agreement and this Sectionsolely by virtue of the fact that Executive has submitted his resignation,provided Executive has remained in the employment of the Bank and is engagedin good faith discussions to resolve any occurrence of an event described inclauses (A), (B), (C), (D) or (F) above.  (iii) Executive’s voluntary resignation from the Bank’s employ onthe effective date of, or at any time following, a Change in Control of theBank or the
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   Company during the term of this Agreement. For these purposes, aChange in Control of the Bank or the Company shall mean a change in controlof a nature that: (i) would be required to be reported in response to Item5.01 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) without limitation such a Change in Control shallbe deemed to have occurred at such time as (a) any “person” (as the term isused in Sections 13(d) and 14(d) of the Exchange Act), other than the MutualHolding Company, is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of theCompany representing 25% or more of the combined voting power of Company’soutstanding securities except for any securities purchased by the Bank’semployee stock ownership plan or trust; or (b) individuals who constitutethe Board of Directors of the Company on the date hereof (the “IncumbentBoard”) cease for any reason to constitute at least a majority thereof,*provided*that any person becoming a director subsequent to the date hereofwhose election was approved by a vote of at least a majority of thedirectors shall be, for purposes of this clause (b), considered as though hewere a member of the Incumbent Board; or (c) a plan of reorganization,merger, consolidation, sale of all or substantially all the assets of theBank or the Company or similar transaction in which the Bank or Company isnot the surviving institution occurs; or (d) a proxy statement isdistributed soliciting proxies from stockholders of the Company, by someoneother than the current management of the Company, seeking stockholderapproval of a plan of reorganization, merger or consolidation of the Companyor similar transaction with one or more corporations or financialinstitutions, and as a result of such proxy solicitation, a plan ofreorganization, merger, consolidation or similar transaction involving theCompany is approved by the requisite vote of the Company’s stockholders; or(e) a tender offer is made for 25% or more of the voting securities of theCompany and the shareholders owning beneficially or of record 25% or more ofthe outstanding securities of the Company have tendered or offered to selltheir shares pursuant to such tender offer and such tendered shares havebeen accepted by the tender offeror. Notwithstanding anything to thecontrary herein, a Change in Control shall not be deemed to have occurred inthe event that (i) the Company sells less than 50% of its outstanding commonstock in one or more stock offerings, or (ii) the Company or the MutualHolding Company converts to stock form by reorganizing into the stockholding company structure.     (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined inSection 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequentdeath, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay orliquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as ofthe date of his termination of employment with the Bank; (ii) the benefits, if any, to which he isentitled as a former employee under the employee benefit plans and programs and
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compensation plansand programs maintained for the benefit of the Bank’s or Company’sofficers and employees; (iii) the remaining payments that Executive would have earned, inaccordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for athirty-six (36) month period following his termination of employment, and had earned a bonus and/orincentive award in each year equal in amount to the average bonus and/or incentive award earned byhim over the three calendar years preceding the year in which the termination occurs in the case ofa termination pursuant to Section 5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentiveaward earned by him in any of the three calendar years preceding the year in which the terminationoccurs in the case of a termination pursuant to Section 5(a)(iii); and (iv) the annualcontributions or payments that would have been made on Executive’s behalf to any employee benefitplans of the Bank or the Company as if Executive had continued his employment with the Bank for athirty-six (36) month period following his termination of employment, based on contributions orpayments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall bemade in a lump sum within thirty (30) days after the Date of Termination, or in the event Executiveis a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), and to theextent necessary to avoid penalties under Code Section 409A, no payment shall be made to Executiveprior to the first day of the seventh month following Executive’s Date of Termination. Suchpayments shall not be reduced in the event Executive obtains other employment following terminationof employment.     (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued lifeinsurance and non-taxable, medical and dental and disability coverage substantially identical tothe coverage maintained by the Bank for Executive and his family prior to Executive’s termination.Such coverage shall continue at the Bank’s expense for a period of thirty-six (36) months from theDate of Termination. If the Bank cannot provide one or more of the benefits set forth in thisparagraph because Executive is no longer an employee, applicable rules and regulations prohibitsuch benefits or the payment of such benefits in the manner contemplated, would subject the Bank topenalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to beequal to the value of such benefits. Such cash lump sum payment shall be made in a lump sum withinthirty (30) days after the Date of Termination, or in the event Executive is a Specified Employee(with the meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoidpenalties under Code Section 409A, no payment shall be made to Executive prior to the first day ofthe seventh month following Executive’s Date of Termination.     (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate paymentsor benefits to be made or afforded to Executive under this Section constitute an “excess parachutepayment” under Code Section 280G , or any successor thereto, and in order to avoid such a result,Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which isone dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” asdetermined in accordance with Code Section 280G. The allocation of the reduction required herebyshall be determined by Executive, provided, however, that if it is determined that such election byExecutive shall be in violation of Code Section 409A, the allocation of the required reductionshall be pro-rata.     (e) For purposes of Section 5, an “Event of Termination” as used herein shall mean “Separationfrom Service” as defined in Code Section 409A and the Treasury Regulations
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promulgated thereunder,provided, however, that the Bank and Executive reasonably anticipatethat the level of bona fide services Executive would perform after termination wouldpermanently decrease to a level that is less than 50% of the average level of bona fide servicesperformed (whether as an employee or an independent contractor) over the immediately preceding36-month period.**6.** **TERMINATION FOR JUST CAUSE.**     (a) The term “Termination for Just Cause” shall mean termination because of Executive’spersonal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personalprofit, material breach of the Bank’s Code of Ethics, material violation of the Sarbanes-Oxleyrequirements for officers of public companies that in the reasonable opinion of the Chief ExecutiveOfficer of the Bank or the Board will likely cause substantial financial harm or substantial injuryto the reputation of the Bank, willfully engaging in actions that in the reasonable opinion of theChief Executive Officer of the Bank or the Board will likely cause substantial financial harm orsubstantial injury to the business reputation of the Bank, intentional failure to perform statedduties, willful violation of any law, rule or regulation (other than routine traffic violations orsimilar offenses) or final cease-and-desist order, or material breach of any provision of thecontract.     (b) Notwithstanding Section 6(a), the Bank may not terminate Executive for Just Cause unlessand until there shall have been delivered to him a Notice of Termination which shall include a copyof a resolution duly adopted by the affirmative vote of not less than a majority of the entiremembership of the Board at a meeting of the Board called and held for that purpose, finding that inthe good faith opinion of the Board, Executive was guilty of conduct justifying Termination forJust Cause and specifying the particulars thereof in detail. Executive shall not have the right toreceive compensation or other benefits for any period after Termination for Just Cause. During theperiod beginning on the date of the Notice of Termination for Just Cause pursuant to this Section6(b) through the Date of Termination, any unvested stock options and related limited rights grantedto Executive under any stock option plan shall not be exercisable nor shall any unvested awardsgranted to Executive under any stock benefit plan of the Bank, the Company or any subsidiary oraffiliate thereof, vest. At the Date of Termination, any such unvested stock options and relatedlimited rights and any such unvested awards shall become null and void and shall not be exercisableby or delivered to Executive at any time subsequent to such Termination for Just Cause. In theEvent of Executive’s Termination for Just Cause, Executive shall resign as a director of theCompany and the Bank, and as a director and/or officer of any subsidiary or affiliate of theCompany and/or the Bank.**7.** **TERMINATION FOR DISABILITY OR DEATH.**     (a) The Bank or Executive may terminate Executive’s employment after having establishedExecutive’s Disability. For purposes of this Agreement, “Disability” shall be deemed to haveoccurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment that can be expected to result in death, orlast for a continuous period of not less than 12 months; (ii) by reason of any medicallydeterminable physical or mental impairment that can be expected to result in death, or last for acontinuous period of not less than 12 months, Executive is receiving income
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replacement benefitsfor a period of not less than three months under an accident and health plancovering employees of the Bank; or (iii) Executive is determined to be totally disabled by theSocial Security Administration.     (b) In the event of such Disability, Executive’s obligation to perform services under thisAgreement will terminate. In the event of such termination, Executive shall receive the benefitsprovided under any disability program sponsored by the Company or the Bank. To the extent suchbenefits are less than Executive’s Base Salary, as defined in Section 3(a) on the effective Date ofTermination and less than sixty-six and two-thirds percent (66 2/3%) of Executive’s Base Salaryafter the first year following termination, Executive shall receive as a supplement to suchdisability benefit the difference between the benefits provided under any disability programsponsored by the Company or the Bank and (x) his Base Salary, as defined in Section 3(a), at therate in effect on the Date of Termination for a period of one (1) year following the Date ofTermination by reason of Disability, and (y) sixty-six and two-thirds percent (66 2/3%) ofExecutive’s Base Salary after the first year following termination through the earliest to occur ofthe date of Executive’s death, recovery from such Disability, or the date Executive attains age 65.In calculating the payments due Executive under the Section 6(b), if the disability insurancepayments are excludable from Executive’s income for federal income tax purposes, such amounts shallbe tax adjusted, assuming a combined federal, state and city tax rate of 38%, for purposes ofdetermining the reduction in the payments due under this Agreement to reflect the tax-free natureof the disability insurance payment — by way of illustration, a $100 tax-free disability insurancepayment shall reduce the payment due under this Agreement by $161.30). In addition, in the eventof termination due to Executive’s Disability, the Bank will continue to provide to Executive andhis dependents for a period of one (1) year, the non-taxable medical, dental and other healthbenefits that were provided by the Bank to Executive and Executive’s family prior to the occurrenceof Executive’s Disability, on the same terms (including cost to Executive) that were being providedto Executive immediately prior to the termination (except to the extent such benefits are changedin their application to all continuing employees of the Bank).     (c) In the event of Executive’s death during the term of this Agreement, his estate, legalrepresentatives or named beneficiary or beneficiaries (as directed by Executive in writing) shallbe paid Executive’s Base Salary, as defined in Section 3(a), at the rate in effect at the time ofExecutive’s death for a period of one (1) year from the date of Executive’s death, and the Bankwill continue to provide Executive’s family the same non-taxable medical, dental, and other healthbenefits that were provided by the Bank to Executive’s family immediately prior to Executive’sdeath, on the same terms, including cost, as if Executive were actively employed by the Bank,except to the extent the terms (including cost) of such benefits are changed in their applicationto all continuing employees of the Bank, such coverage to continue for a period of one (1) yearafter the date of Executive’s death.**8.** **TERMINATION UPON RETIREMENT.**     Termination of Executive’s employment based on “Retirement” shall mean termination ofExecutive’s employment on or after age 65 and in accordance with a retirement policy established bythe Board with Executive’s consent with respect to him. Upon termination of Executive based onRetirement, no amounts or benefits shall be due Executive under this
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Agreement, and Executive shall be entitled to all benefits under any retirement plan of theBank and other plans to which Executive is a party.**9.** **NOTICE.**     (a) Any notice required under this Agreement shall be in writing and hand-delivered to theother party. Any termination by the Bank or by Executive shall be communicated by Notice ofTermination 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 thisAgreement relied upon and shall set forth in reasonable detail the facts and circumstances claimedto 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 forDisability, thirty (30) days after a Notice of Termination is given (provided that he shall nothave returned to the performance of his duties on a full-time basis during such thirty (30) dayperiod), and (B) if his employment is terminated for any other reason, the date specified in theNotice of Termination.     (c) If the party receiving a Notice of Termination desires to dispute or contest the basis orreasons for termination, the party receiving the Notice of Termination must notify the other partywithin thirty (30) days after receiving the Notice of Termination that such a dispute exists, andshall pursue the resolution of such dispute in good faith and with reasonable diligence pursuant toSection 20 of this Agreement. During the pendency of any such dispute, neither the Company nor theBank shall be obligated to pay Executive compensation or other payments beyond the Date ofTermination.**10.** **POST-TERMINATION OBLIGATIONS.**     Executive shall, upon reasonable notice, furnish such information and assistance honestly andin good faith to the Bank or the Company as may reasonably be required by the Bank or the Companyin connection with any litigation in which it or any of its subsidiaries or affiliates is, or maybecome, a party. All payments and benefits to Executive under this Agreement shall be subject toExecutive’s compliance with this Section 10 for one (1) full year after the earlier of theexpiration of this Agreement or termination of Executive’s employment with the Bank.**11.** **NON-COMPETITION AND NON-DISCLOSURE.**     (a) As a material inducement for the Bank to enter into this Agreement, upon any terminationof Executive’s employment hereunder pursuant to the terms of this Agreement, other than atermination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executiveagrees not to compete with the Bank for a period of two (2) years following such termination in anycity, town or county in which Executive’s normal business office is located and the Bank has anoffice or has filed an application for regulatory approval to establish an office, determined as ofthe effective date of such termination, except as agreed to pursuant to a resolution duly adoptedby the Board. Executive agrees that during such period and within said cities, towns and counties,Executive shall not work for or advise, consult or otherwise serve
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with, directly or indirectly, any entity whose business materially competes with thedepository, lending or other business activities of the Bank. Executive further agrees that for aperiod of two (2) years following any termination of employment, he shall not directly orindirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce anyrelationship with the Bank or the Company or to divert any business from the Bank or the Company:(i) any person who was an employee of the Bank or the Company during the term of this Agreement; or(ii) any customer or client of the Bank or the Company. Further, Executive will not directly orindirectly disclose the names, addresses, telephone numbers, compensation, or other arrangementsbetween the Bank or the Company and any individual or entity described in Sections (i) and (ii) ofthis Section 11(a). The parties hereto, recognizing that irreparable injury will result to theBank, its business and property in the event of Executive’s breach of this Subsection agree that inthe event of any such breach by Executive, the Bank will be entitled, in addition to any otherremedies and damages available, to an injunction to restrain the violation hereof by Executive,Executive’s partners, agents, servants, employees and all persons acting for or under the directionof Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any otherremedies available to the Bank for such breach or threatened breach, including the recovery ofdamages from Executive.     (b) Executive recognizes and acknowledges that the knowledge of the business activities, plansfor business activities, and all other proprietary information of the Bank or the Company as it mayexist from time to time, are valuable, special and unique assets of the business of the Bank or theCompany. Executive will not, during or after the term of his employment, disclose any knowledge ofthe past, present, planned or considered business activities or any other similar proprietaryinformation of the Bank or the Company to any person, firm, corporation, or other entity for anyreason or purpose whatsoever unless expressly authorized by the Board of Directors or required bylaw. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financialand/or economic principles, concepts or ideas which are not solely and exclusively derived from thebusiness plans and activities of the Bank or the Company. Further, Executive may discloseinformation regarding the business activities of the Bank or the Company to any bank regulatorhaving regulatory jurisdiction over the activities of the Bank or the Company, pursuant to a formalregulatory request. In the event of a breach, or threatened breach, by Executive of the provisionsof this Section, the Bank or the Company will be entitled to an injunction restraining Executivefrom disclosing, in whole or in part, the knowledge of the past, present, planned or consideredbusiness activities of the Bank or the Company, or any other similar proprietary information, orfrom rendering any services to any person, firm, corporation, or other entity to whom suchknowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothingherein will be construed as prohibiting the Bank from pursuing any other remedies available to theBank for such breach or threatened breach, including the recovery of damages from Executive.**12.** **SOURCE OF PAYMENTS.**     All payments provided in this Agreement shall be timely paid in cash or check from the generalfunds of the Bank. The Company, however, unconditionally guarantees payment and provision of allamounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bankare not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided bythe Company.
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**13.** **EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.**     This Agreement contains the entire understanding between the parties hereto and supersedes anyprior employment agreement between the Bank or any predecessor of the Bank and Executive, includingthe Prior Agreement, except that this Agreement shall not affect or operate to reduce any benefit,compensation, tax indemnification or other provision inuring to the benefit of Executive under anyagreement between Executive, the Bank or the Company. No provision of this Agreement shall beinterpreted to mean that Executive is subject to receiving fewer benefits than those available tohim without reference to this Agreement.**14.** **NO ATTACHMENT.**     (a) Except as required by law, no right to receive payments under this Agreement shall besubject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, orhypothecation, or to execution, attachment, levy, or similar process or assignment by operation oflaw, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, andof no effect.     (b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bankand their respective successors and assigns.**15.** **MODIFICATION AND WAIVER.**     (a) This Agreement may not be modified or amended except by an instrument in writing signed bythe parties hereto.     (b) No term or condition of this Agreement shall be deemed to have been waived, nor shallthere be any estoppel against the enforcement of any provision of this Agreement, except by writteninstrument of the party charged with such waiver or estoppel. No such written waiver shall bedeemed a continuing waiver unless specifically stated therein, and each such waiver shall operateonly as to the specific term or condition waived and shall not constitute a waiver of such term orcondition for the future as to any act other than that specifically waived.**16.** **REQUIRED PROVISIONS.**     (a) The Bank’s Board may terminate Executive’s employment at any time and for any reason, butany termination by the Bank’s Board, other than Termination for Just Cause, shall not prejudiceExecutive’s right to compensation or other benefits under this Agreement.     (b) If Executive is suspended from office and/or temporarily prohibited from participating inthe conduct of the Bank’s affairs by a notice served under Section 8(e)(3) (12 U.S.C. 1818(e)(3))or 8(g) (12 U.S.C. 1818(g)) of the Federal Deposit Insurance Act, the Bank’s obligations under thisAgreement 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 orpart 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 ofthe Bank’s affairs by an order issued under Section 8(e) (12 U.S.C. 1818(e)) or 8(g) (12U.S.C.1818(g)) of the Federal Deposit Insurance Act, all obligations of the Bank under thisAgreement shall terminate as of the effective date of the order, but vested rights of thecontracting parties shall not be affected.     (d) If the Bank is in default as defined in Section 3(x) (12 U.S.C. 1813(x)(1)) of the FederalDeposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of thedate of default, but this paragraph shall not affect any vested rights of the contracting parties.     (e) All obligations of the Bank under this Agreement may be terminated, except to the extentdetermined that continuation of the contract is necessary for the continued operation of theinstitution, by the Federal Deposit Insurance Corporation if it enters into an agreement to provideassistance to or on behalf of the Bank. 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 toand conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulationspromulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R.§563.39.**17.** **SEVERABILITY.**     If, for any reason, any provision of this Agreement, or any part of any provision, is heldinvalid, such invalidity shall not affect any other provisions of this Agreement or any part ofsuch provision not held so invalid, and each such other provision and part thereof shall to thefull extent consistent with law continue in full force and effect.**18.** **HEADINGS FOR REFERENCE ONLY.**     The headings of sections and paragraphs herein are included solely for convenience ofreference and shall not control the meaning or interpretation of any of the provisions of thisAgreement.**19.** **GOVERNING LAW.**     This Agreement shall be governed by the laws of the State of New York, without regard to itsconflict of law principles, unless superceded by federal law or otherwise specified herein.**20.** **ARBITRATION.**     Any dispute or controversy arising under or in connection with this Agreement shall be settledexclusively by binding arbitration, as an alternative to civil litigation and without any trial byjury to resolve such claims, conducted by a single arbitrator selected by mutual agreement ofExecutive and the Bank, sitting in a location selected by Executive within fifty (50) miles fromthe main office of the Bank, in accordance with the rules of the American Arbitration Association’sNational Rules for the Resolution of Employment Disputes (“National Rules”)
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then in effect. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction.**21.** **PAYMENT OF COSTS AND LEGAL FEES AND REINSTATEMENT OF BENEFITS.**     In the event any dispute or controversy arising under or in connection with Executive’stermination is resolved in favor of Executive, whether by judgment, arbitration or settlement,Executive shall be entitled to the payment of: (1) all legal fees incurred by Executive inresolving such dispute or controversy; (2) any back-pay, including salary, bonuses and any othercash compensation, fringe benefits and any compensation and benefits due Executive under thisAgreement; and (3) any other compensation otherwise due Executive as a result of a breach of thisAgreement by the Bank. Any payments pursuant to this Section 21 shall occur no later than two andone-half months after the dispute is settled or resolved in Executive’s favor.**22.** **INDEMNIFICATION.**     (a) The Bank and the Company shall provide Executive (including his heirs, executors andadministrators) with coverage under a standard directors’ and officers’ liability insurance policyat its expense. The Bank shall indemnify Executive (and his heirs, executors and administrators)to the fullest extent permitted under Office of Thrift Supervision (“OTS”) regulations, or itssuccessors, against all expenses and liabilities reasonably incurred by him in connection with orarising out of any action, suit or proceeding in which he may be involved by reason of his havingbeen a director or officer of the Bank (whether or not he continues to be a director or officer atthe time of incurring such expenses or liabilities), such expenses and liabilities to include, butnot be limited to, advancement of legal fees and expenses, judgments, court costs and attorneys’fees and the cost of reasonable settlements, provided, however, the Bank or Company shall not berequired to indemnify or reimburse Executive for legal expenses or liabilities incurred inconnection with an action, suit or proceeding arising from any illegal or fraudulent act committedby Executive. Any such indemnification shall be made consistent with OTS regulations, or itssuccessors, and Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and theregulations issued thereunder in 12 C.F.R. Part 359.     (b) Notwithstanding the foregoing, no indemnification shall be made unless the Bank or Companygives the OTS, or its successors, at least sixty (60) days’ notice of its intention to make suchindemnification. Such notice shall state the facts on which the action arose, the terms of anysettlement, and any disposition of the action by a court. Such notice, a copy thereof, and acertified copy of the resolution containing the required determination by the Board of the Bank orCompany, and shall be sent to the regional director of the OTS, or its successors, who shallpromptly acknowledge receipt thereof. The notice period shall run from the date of such receipt.No such indemnification shall be made if the OTS, or its succesors, advises the Bank or Company inwriting within such notice period, of its objection thereto.**23.** **SUCCESSOR TO THE BANK.**     The Bank 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,
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expressly and unconditionally to assume and agree to perform the Bank’s obligations under thisAgreement, in the same manner and to the same extent that the Bank would be required to perform ifno such succession or assignment had taken place.**24.** **NON WAIVER.**     The failure of one party to insist upon or enforce strict performance by the others of anyprovision of this Agreement or to exercise any right, remedy or provision of this Agreement willnot be interpreted or construed as a waiver or relinquishment to any extent of such party’s rightto enforce or rely upon same in that or any other instance.
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     IN WITNESS WHEREOF the Bank and Executive have signed (or caused to be signed) this Agreementon the Effective Date.         Northfield Bank  Attest:             /s/ M. Eileen Bergin By: /s/ John W. Alexander         Secretary   Title: Chairman, President, and Chief Executive Officer         Attest: Executive         /s/ M. Eileen Bergin /s/ Steven M. Klein       Secretary Steven M. Klein, Chief Operating Officer           Northfield Bancorp, Inc.