Exhibit 10.11


 


NORTHEAST COMMUNITY BANK


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the
“Agreement”), made this 11th day of May, 2012, by and between NORTHEAST COMMUNITY BANK, a federally chartered
savings bank (the “Bank”), and JOSE M. COLLAZO (the “Executive”).


 


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 Executive Vice President and Chief Operating Officer. Executive will perform all duties
and shall have all powers commonly incident to the offices of Executive Vice President and Chief Operating Officer or which, consistent
with those offices, the Board of Directors of the Bank (the “Board”) delegates to Executive. During the term of this
Agreement, 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.


 


		a.	The term of this Agreement shall include: (i) the initial term, consisting of the period commencing
on the date of this Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date, plus
(ii) any and all extensions of the initial term made pursuant to this Section 3.



 


		b.	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.



 



    	 



    	 



    




4.            Base
Compensation.


 


		a.	The Bank agrees to pay Executive during the term of this Agreement a base salary at the rate of
$145,000 per year, payable in accordance with customary payroll practices.



 


		b.	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.



 


5.            Bonuses.
Executive will be eligible to 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 be eligible to 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.


 


		a.	Executive may take vacations and other leave in accordance with the Bank’s policy for senior
executives, or otherwise as approved by the Board.



 


		b.	In addition to paid vacations and other leave, the Board 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 the Board, in its discretion, may
determine.



 


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 the use of an automobile, including
insurance, maintenance and work-related fuel expenses, or, in the alternative and the sole discretion of the Bank, the Bank will
provide Executive with an automobile allowance that approximates the expense of a Bank-provided automobile and related insurance,
maintenance and fuel costs. Executive will comply with reasonable reporting and expense limitations on the use of such automobile
as the Bank may establish from time to time, and the Bank shall annually include on Executive’s Form W-2 any income attributable
to Executive’s personal use of the automobile.


 


10.          Loyalty
and Confidentiality.


 


		a.	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 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.	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.



 


		c.	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.



 


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:


 


		a.	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.



 


		b.	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.



 


	 	c.	Disability.




 


		i.	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.



 


		ii.	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 seventy-five percent (75%) 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 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 dependent 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.



 


		i.	The Board may, by written notice to Executive in the form and manner specified in this paragraph,
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, in the good faith determination of the Board, Executive’s:



 


		(1)	Personal dishonesty;



 


		(2)	Incompetence;



 


		(3)	Willful misconduct;



 


		(4)	Breach of fiduciary duty involving personal profit;



 


		(5)	Intentional failure to perform stated duties;



 


		(6)	Willful violation of any law, rule or regulation (other than traffic violations or similar offenses)
or final cease-and-desist order; or



 


		(7)	Material breach of any provision of this Agreement.



 


		ii.	Notwithstanding the foregoing, Executive’s termination for Cause will not become effective
unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire
membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of
the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel), Executive
was guilty of the conduct described above and specifying the particulars of this conduct.



 


		e.	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.	Involuntary Termination Without Cause or Voluntary Termination With Good Reason.



 


		i.	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, 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”).



 


		ii.	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.



 


		iii.	For purposes of this Agreement, a voluntary termination by the Executive shall be considered a
voluntary termination with Good Reason if the conditions stated in both clauses (A) and (B) of this Section 11(f)(iii) are satisfied:



 


		(A)	a voluntary termination by the Executive shall be considered a termination with Good Reason if
any of the following occur without the Executive’s written consent, and the term Good Reason shall mean the occurrence of
any of the following events without the Executive’s written consent:



 


		(1)	a material change in the Executive’s positions to become positions of lesser responsibility,
importance, or scope from the positions and attributes thereof described in Section 1 of this Agreement (provided, however, that
a reduction in duties and responsibilities consented to in writing by the Executive in connection with succession planning of the
Bank, or otherwise, shall not be deemed a Good Reason);



 


		(2)	a liquidation or dissolution of the Bank, other than liquidations or dissolutions that are caused
by reorganizations that do not affect the status of the Executive;



 


		(3)	a material reduction in the Executive’s base salary or benefits (or any such reduction following
a Change in Control) required to be provided hereunder (other than a reduction that is generally applicable to the Bank’s
executive employees or a reduction or elimination of the 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 the Executive (except as such discrimination may be necessary to comply with applicable
law));



 



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		(4)	a relocation of the Executive’s principal place of employment by more than twenty-five (25)
miles from its location as of the date of this Agreement; and



 


		(B)	the Executive must give notice to the Bank of the existence of one or more of the conditions described
in clause (A) within sixty (60) days after the initial existence of the condition, and the Bank shall have thirty (30) days thereafter
to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the
conditions described in clause (A) must occur within six (6) months after the initial existence of the condition.



 


		g.	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):



 


		i.	Executive’s obligations under Section 10(c) of this Agreement will continue in effect; and



 


		ii.	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.



 


		h.	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.



 


		12.	Termination in Connection with a Change in Control.



 


		a.	For purposes of this Agreement, a “Change in Control” means a change in ownership,
change in effective control or change in ownership of a substantial portion of the assets of the Company or NorthEast Bank, as
defined for purposes of Section 409A of the Code.



 


		b.	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 him
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.	The provisions of Section 12 and Sections 14 through 26, 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.



 


		d.	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.



 


		e.	If the Executive is a “specified employee” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) at the time of his termination, and if the cash severance payment
or insurance benefits under Section 12(b) of this Agreement would be considered deferred compensation under Section 409A of the
Code, and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available,
the severance benefits shall be paid to the Executive in a single lump sum without interest on the first day of the seventh (7th)
month after the month in which the Executive’s employment terminates to the extent necessary to comply with Section 409A
of the Code. For purposes of valuing the insurance benefit coverage, the Executive will receive a cash payment equal to the present
value of the Bank’s projected cost to maintain the insurance coverage. References in this Agreement to Section 409A of the
Code include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A
of the Code.



 


		13.	Indemnification and Liability Insurance.



 


		a.	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 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.	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.



 


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.


 


		a.	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.



 


		b.	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.



 


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.          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.


 


21.          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.


 


22.          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.


 


23.          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.


 


24.          Headings.
Headings contained in this Agreement are for convenience of reference only.


 



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25.          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.


 


26.          Effect
of Federal Banking Statutes and Regulations. Notwithstanding anything herein contained to the contrary, any payments to
the Executive by the Bank 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. In addition, the Executive agrees that this Agreement is subject to amendment at any time in order to comply
with laws that are applicable to the Bank (including regulations and rules relating to any governmental program in which Company
or the Bank may participate).


 


27.          Compliance
with Internal Revenue Code Section 409A. The Bank and the Executive intend that their exercise of authority or discretion
under this Agreement shall comply with Section 409A of the Code. If any provision of this Agreement does not satisfy the requirements
of Section 409A of the Code, the provision shall nevertheless be applied in a manner consistent with those requirements. If any
provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Company
shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable
provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional
compensation expense as a result of the reformed provision.


 


28.          Source
of Payments. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided
for under this Agreement, are paid or received by Executive under the Employment Agreement in effect between Executive and the
Company, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive
under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended
by Executive on activities related to the Company and the Bank, respectively, as determined by the Company and the Bank.


 


 


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on May 11, 2012.


 


 


 


	ATTEST:	 	NORTHEAST COMMUNITY BANK
	 	 	 	 
	 	 	 	 
	/s/ Anne DeBlasi	 	By:	/s/ Linda M. Swan
	Witness	 	 	For the Entire Board of Directors
	 	 	 	 
	 	 	 	 
	WITNESS:	 	EXECUTIVE
	 	 	 	 
	 	 	 	 
	/s/ Kenneth A. Martinek	 	By:	/s/ Jose M. Collazo
	 	 	 	Jose M. Collazo


 



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