Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 18, 2021, by and between
NORTHEAST COMMUNITY BANCORP, INC., a Maryland corporation (the “Company”), NORTHEAST COMMUNITY
BANK (the “Bank”), a New York-chartered stock savings bank headquartered in White Plains, New York, and
KENNETH A. MARTINEK (the “Executive”).


 


Background


 


A.            The
Company and the Bank wish to employ the Executive on the terms and conditions provided herein, and the Executive wishes to continue
in such capacity on the terms and conditions provided herein.


 


B.            The
Company and the Bank wish to encourage the Executive to devote his full time and attention to the faithful performance of his
responsibilities and pursuing the best interests of the Company and the Bank.


 


C.            The
Company and the Bank employ the Executive in a position of trust and confidence, and the Executive has become acquainted with
the Company’s Business, its officers and employees, its strategic and operating plans, its business practices, processes,
and relationships, the needs and expectations of its Customers and Prospective Customers, and its trade secrets and other property,
including Confidential Information (“Company’s Business,” “Customers” and “Confidential Information”
are defined in Section 11 below).


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement agree as follows:


 


1.            Term.
For purposes of this Agreement, the “Effective Date” shall be February 18, 2021 or such other
date as the parties may agree. The initial term of this Agreement shall begin on the Effective Date, and shall continue for thirty-six
(36) months; provided, however, that beginning on the first anniversary of the Effective Date, and on each anniversary of the
Effective Date thereafter, the term of this Agreement shall be extended by twelve (12) months, unless the disinterested members
of the boards of directors of the Company and the Bank (the “Company Board” and “Bank Board”,
respectively) or the Executive shall have provided notice to the other party at least sixty (60) days before such date that the
term shall not be extended. The period during which the Executive is employed by the Company and the Bank pursuant to this Agreement,
including all extensions thereof, is hereinafter referred to as the “Term.” Notwithstanding the preceding provisions
of this Section, if a Change of Control occurs during the Term, the Term shall not end before the first anniversary of the Change
of Control; provided, however, this sentence shall apply only to the first Change of Control to occur while this Agreement is
in effect. The Bank Board shall conduct a comprehensive performance evaluation and review of the Executive annually for purposes
of determining whether to extend the Agreement, and the rationale and results thereof shall be included in the minutes of the
meeting of the Bank Board.


 






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2.            Position
and Duties. At all times during the Term, the Executive shall (i) serve as Chairman and Chief Executive Officer
of the Company and the Bank and, in such capacities, shall perform such duties and have such responsibilities as is typical for
such positions, as well as any other reasonable duties as may be assigned to him from time to time, and (ii) diligently and
conscientiously devote substantially all of his business time, energy, and ability to his duties and the business of the Company
and the Bank and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict
or materially interfere with the performance of such services either directly or indirectly without the prior written consent
of the Bank Board, and (iii) comply with all directions from the Company Board and the Bank Board (other than directions
that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Company and the
Bank. Executive shall report directly to the Company Board and Bank Board. Notwithstanding the foregoing, the Executive will be
permitted to (a) with the prior written consent of the Bank Board (not to be unreasonably withheld) act or serve as a director,
trustee, committee member, or principal of any type of business, civic or charitable organization as long as such activities are
disclosed in writing to the Bank Board, and (b) purchase or own less than two percent (2%) of the publicly traded securities
of any entity which has the potential to be a competitor of the Company or the Bank or an unlimited ownership interest in any
entity which is not similar to and does not have the potential to compete with the Company or the Bank; provided that, such ownership
represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such
entity; and provided further that, the activities described in clauses (a) and (b), in each case and in the aggregate, do
not materially interfere with the performance of the Executive’s material duties and responsibilities as provided hereunder.
The Executive has disclosed all such business, civic, and charitable organizations for which he serves as of the Effective Date,
and it is hereby acknowledged that, as of the Effective Date, the same do not currently conflict with, and are not expected to
interfere with, the Executive’s duties hereunder. The Executive is the most senior executive officer of the Company and
the Bank. The Executive’s duties for the Company and the Bank include responsibility for managing the business, operations,
and affairs of the Company and the Bank, including the implementation of strategic goals and objectives, subject to supervision
and oversight by the Bank Board and the Company Board or the committee of either such Board authorized to act on such Board’s
behalf. For purposes of this Agreement, all references to either the Company Board or the Bank Board shall be deemed to include
references to all such committees. The Executive shall be responsible overall for the conduct of the business of the Company and
the Bank.


 


3.            Compensation,
Benefits and Expenses. During the Term, the Bank shall compensate the Executive for his services as provided in
this Section 3. Unless otherwise determined by the Company Board, all payments and benefits provided in this Agreement shall
be paid or provided solely by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement
shall be construed so as to result in the duplication of any payment or benefit. Unless otherwise determined by the Company Board,
the Company’s sole obligation under this Agreement shall be to unconditionally guarantee the payment and provision of all
amounts and benefits due hereunder to Executive, and the affirmative obligations of the Company as set forth at Section 3(h),
herein, with respect to Indemnification, and, if such amounts and benefits due from the Bank are not timely paid or provided by
the Bank, such amounts and benefits shall be paid or provided by the Company.


 






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(a)            Base
Salary. The Bank shall pay the Executive an annual base salary at the rate of $505,000 payable in substantially
equal installments in accordance with the Bank’s customary payroll practices regarding the payment of base salary to executives
but no less frequently than monthly (except to the extent the Executive has properly deferred such base salary pursuant to a Bank
deferred compensation plan or arrangement, if any). The Executive’s base salary shall be reviewed at least annually by the
Bank Board and the Bank Board may increase but not decrease the base salary during the Term. In the absence of action by the Bank
Board, the Executive shall continue to receive an annual base salary at the rate specified above on the Effective Date or, if
another rate has been established under this Section 3(a), the rate last properly established by action of the Bank Board
under this Section 3(a). The Executive’s annual base salary, as in effect from time to time, is hereinafter referred
to as “Base Salary.”


 


(b)            Annual
Bonuses. For each completed fiscal year of the Bank (“Fiscal Year”) during the Term, the Executive
shall have the opportunity to earn an annual bonus pursuant to an incentive plan or program (“AIP”), based
on achievement of annual performance goals established by the Compensation Committee of the Board of Directors of the Bank in
its discretion (an “Annual Bonus”) with a target amount determined annually based on review of market data
for similarly situated executives.


 


(c)            Long-Term
Equity Incentive Awards. If the Company adopts a shareholder-approved long-term equity incentive equity plan (“Equity
Plan”), the Executive will be eligible for time-based and performance-based awards under the Equity Plan.


 


(d)            Employee
Benefits. During the Term, the Executive will be entitled to participate in or receive benefits under all employee
benefit plans, programs, arrangements and practices in which Executive was participating or otherwise deriving benefit immediately
prior to the Effective Date, including but not limited to the Bank’s tax-qualified pension plan, tax-qualified 401(k) plan,
supplemental non-qualified deferred compensation plans, medical plan, dental plan, vision plan, life insurance plan, short-term
and long-term disability plans, fringe benefit arrangements, and executive perquisite arrangements (including, but not limited
to, automobile and club memberships and dues) (collectively, the “Benefit Plans”). During the Term, and to
the extent consistent with applicable law, the Bank will not, without the Executive’s prior written consent, make any changes
to any material Benefit Plan that would be materially adversely affect the Executive’s rights or benefits under such Benefit
Plan unless an equitable arrangement (embodied in an ongoing or substitute arrangement) is made with respect to such change.


 


(f)            Paid
Time Off. During the Term, the Executive shall be eligible for paid time off during a calendar year (prorated for
partial years) in accordance with the Bank’s paid time off policies, as in effect from time to time.


 


(g)            Business
Expenses/Automobile Allowance. The Executive shall be eligible for reimbursement of all reasonable
and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance
of the Executive’s duties hereunder in accordance with the Bank’s expense reimbursement policies and procedures. In
addition, during the Term 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
as the Bank may establish from time to time


 






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(h)            Indemnification.
The Bank and the Company shall provide the Executive (including his heirs, executors and administrators) with coverage
under a standard directors’ and officers’ liability insurance policy at their expense and each such party shall indemnify
the Executive (and his heirs, executors and administrators) to the fullest extent permitted under applicable 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 or the Bank (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 costs of reasonable settlements.


 


4.            Termination
of Employment.


 


(a)            Subject
to its payment obligations under this Section and Section 5 or 6, if applicable, the Company and the Bank may terminate
the Executive’s employment with the Company and the Bank and this Agreement at any time, with or without Cause (as defined
in subsection (b) below), by providing at least thirty (30) days prior written notice (with the exception of a termination
for Cause, for which no prior written notice is required) setting forth the provision of the Agreement under which the Company
and the Bank intend to terminate the Executive’s employment and that satisfies any additional specific notice provisions
under such provision. The Executive may voluntarily terminate his employment with the Company and the Bank and this Agreement
at any time, with or without Good Reason (as defined in subsection (c) below), by providing at least thirty (30) days prior
written notice to the Company and the Bank setting forth the provision of the Agreement under which the Executive intends to terminate
the Executive’s employment and that satisfies any additional specific notice provisions under such provision. Upon termination
of the Executive’s employment and this Agreement during the Term, the Executive shall be entitled to the following in addition
to any benefits payable under Section 5 or 6, as applicable, and shall have no further rights to any compensation or any
other benefits from the Company or the Bank or any other affiliate of the Company:


 


(i)            Any
earned but unpaid Base Salary through the effective date of the Executive’s termination of employment with the Company and
the Bank (the “Termination Date”), paid in accordance with Section 3(a).


 


(ii)            Provided
that the Executive applies for reimbursement in accordance with the Bank’s established reimbursement policies (within the
period required by such policies but under no circumstances less than thirty (30) days after his Termination Date), the Bank shall
pay the Executive any reimbursements to which he is entitled under such policies.


 


(iii)            Any
benefits (other than severance) payable to the Executive under any of the Bank’s incentive compensation or employee benefit
plans or programs shall be payable in accordance with the provisions of those plans or programs.


 


(iv)            All
rights to indemnification and directors and officers liability insurance provided under Section 3(h).


 


Upon termination of the Executive’s
employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds
as an officer or member of the board of directors of the Company or the Bank or of any other affiliate of the Company.


 






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(b)            For
purposes of this Agreement, “Cause” means the occurrence of any of the following during the Term:


 


(i)            the
Executive’s personal dishonesty, act or failure to act constituting willful misconduct or gross negligence that is materially
injurious to the Company or the Bank or their reputation, breach of fiduciary duty involving personal profit, or willful violation
of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order;


 


(ii)            the
Executive’s material failure to perform the duties of his employment with the Company or the Bank (except in the case of
a termination of the Executive’s employment for Good Reason or on account of the Executive’s physical or mental inability
to perform such duties) and the failure to correct such failure within thirty (30) days after receiving written notice from the
Bank specifying such failure in detail;


 


(iii)            the
Executive’s willful failure to comply with any valid and legal written directive of the Company Board or the Bank Board;


 


(iv)            the
Executive’s willful and material violation of the Company’s or the Bank’s code of ethics or conduct policies
which results in material harm to the Company or the Bank;


 


(v)            the
Executive’s failure to follow the policies and standards of the Company, the Bank or any affiliate of the Company or the
Bank as the same shall exist from time to time, provided that the Executive shall have received written notice from the Company
or the Bank or the relevant affiliate of such failure and such failure shall have continued or recurred for ten (10) days
following the date of such notice;


 


(vi)            the
written requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or the Bank or any
other affiliate of the Company that the Executive’s employment with the Company or the Bank be terminated;


 


(vii)            the
Executive’s conviction of or plea of nolo contendere to (i) a felony or (ii) a lesser criminal offense involving
dishonesty, breach of trust, or moral turpitude; or


 


(viii)            the
Executive’s intentional breach of a term, condition, or covenant of this Agreement that results in material harm to the
Company or the Bank and the failure to correct such violation within thirty (30) days after receipt of written notice from the
Bank specifying such breach in detail.


 


For purposes of this definition, no act
or failure to act shall be considered “willful” if the Executive acted or failed to act either (i) in good faith
or (ii) with a reasonable belief that his act or failure to act was not opposed to the Company’s and Bank’s best
interests.


 


(c)            For
purposes of this Agreement, “Good Reason” means the occurrence of any of the following during the Term without
the express written consent of the Executive:


 


(i)            the
material reduction of Executive’s base compensation (including target bonus),


 


(ii)            the
material reduction of Executive’s duties and responsibilities as set forth herein (including material reduction in status,
material reduction in offices and/or a requirement to report to any person or entity other than the Boards of Directors of the
Company and the Bank),


 






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(iii)            a
material breach of this Agreement by the Bank or the Company, or


 


(iv)            the
relocation of Executive’s principal place of employment that increases Executive’s one-way commute by more than thirty
(30) miles.


 


5.            Non-Change
of Control Severance Benefit.


 


(a)            Subject
to (i) the Executive’s timely execution of a Release in accordance with Section 18, (ii) the expiration of
any applicable waiting periods contained herein, and (iii) the following provisions of this Section 5, the Bank shall
provide the Executive with the payments and benefits set forth in this Section 5 if, during the Term and before the occurrence
of a Change of Control, either (1) the Company and the Bank terminate the Executive’s employment with the Company and
the Bank and this Agreement other than pursuant to Section 8, or (2) the Executive terminates his employment with the
Company and the Bank and this Agreement for Good Reason pursuant to Section 9. Notwithstanding the preceding provisions of
this subsection (a), the Executive shall not be entitled to severance benefits pursuant to this Section 5 if he is entitled
to severance benefits pursuant to Section 6. Any amount payable to the Executive pursuant to this Section 5 is in addition
to amounts already owed to the Executive by the Bank and is in consideration of the covenants set forth in this Agreement and/or
the Release.


 


(b)            The
Bank shall pay to the Executive an amount equal to three (3) times the sum of Executive’s Base Salary and Target Bonus
in effect on the Termination Date, with such amount paid as salary continuation in substantially equal installments over the thirty-six
(36) month period following the Termination Date in accordance with the Bank’s customary payroll practices regarding the
payment of base salary to executives but no less frequently than monthly (i.e., as if the Executive were still employed and receiving
Base Salary pursuant to Section 3(a) of this Agreement), except that the first payment shall be made within 60 days
following the Termination Date and shall include all installments that would have been paid earlier had the installment stream
commenced immediately following the Termination Date.


 


(c)            If
the Executive timely and properly elects continued Bank-provided group health plan coverage pursuant to the Consolidated Omnibus
Reconciliation Act of 1985, as amended (“COBRA”), the Bank shall reimburse the Executive in an after-tax amount
(determined using an assumed aggregate tax rate of 40%) equal to the monthly COBRA premium paid by the Executive for such coverage
less the active employee premium for such coverage. Executive shall be eligible to receive such reimbursement until the earliest
of: (i) the period of time used to calculate the Executive’s severance pay pursuant to Section 5(b); (ii) the
date Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Executive either
receives or becomes eligible to receive substantially similar coverage from another employer.


 


(d)            The
Bank shall pay to the Executive any unpaid Annual Bonus for the completed Fiscal Year preceding the Fiscal Year in which the Termination
Date occurs, calculated by taking into account the degree of achievement of the applicable objective performance goals for such
preceding Fiscal Year (the “Prior Year Bonus”), in a lump sum on the date on which the Annual Bonus would have
been paid to the Executive but for the Executive’s termination of employment.


 


(e)            The
treatment of any outstanding Equity Plan awards shall be determined in accordance with the terms of the applicable Equity Plan
and the applicable award agreements evidencing such awards.


 






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6.            Change
of Control Severance Benefit.


 


(a)            Subject
to (i) the expiration of any applicable waiting periods contained herein, and (ii) the following provisions of this
Section 6, the Bank shall provide the Executive with the payments and benefits set forth in this Section 6, in lieu
of severance payments or benefits under Section 5, if, during the Term and concurrent with or within twenty-four (24) months
after a Change of Control (as defined in subsection (g) below), either (A) the Company and the Bank terminate the Executive’s
employment with the Company and the Bank and this Agreement other than pursuant to Section 8, or (B) the Executive terminates
his employment with the Company and the Bank and this Agreement for Good Reason pursuant to Section 9.


 


(b)            Within
60 days following the Termination Date, the Bank shall pay to the Executive a single lump sum payment in an amount equal to three
(3) times the sum of the Executive’s annual Base Salary, at the greater of the Base Salary in effect on the Change
of Control Date (as defined in subsection (h) below) or his Termination Date, and the Executive’s Target Bonus, at
the greater of his Target Bonus in effect on the Change in Control Date or Termination Date.


 


(c)            Within
60 days following the Termination Date, the Bank shall pay to the Executive a single lump sum payment in an after-tax amount (determined
using an assumed aggregate tax rate of 40%) equal to thirty-six (36) times the Bank’s monthly COBRA charge in effect on
the Termination Date for the type of Bank-provided group health plan coverage in effect for the Executive (e.g., family coverage)
on the Termination Date less the active employee charge for such coverage in effect on the Termination Date.


 


(d)            The
Bank shall pay to the Executive any Prior Year Bonus in a lump sum on the date on which the Annual Bonus would have been paid
to the Executive but for Executive’s termination of employment; and


 


(e)            The
treatment of any outstanding Equity Plan awards shall be determined in accordance with the terms of the applicable Equity Plan
and the applicable award agreements evidencing such awards.


 


(f)            If
payments to the Executive pursuant to this Agreement would result in total Parachute Payments (as defined in Section 7) to
the Executive, whether or not made pursuant to this Agreement, with a value (as determined pursuant to Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), and the guidance thereunder) equal to or greater than
Executive’s Parachute Payment Limit (as defined in Section 7), the provisions of Section 7 shall apply as if set
out in this Section 6.


 


(g)            For
purposes of this Agreement, “Change in Control” means the first occurrence of any of the following events during
the Term:


 


(i)            the
acquisition by any person (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (“Act”)),
other than by, the Company, the Bank, any other subsidiary of the Company, and any employee benefit plan of the Company or the
Bank or any other subsidiary of the Company, of fifty percent (50%) or more of the combined voting power entitled to vote generally
in the election of the directors of the Company’s or the Bank’s then outstanding voting securities;


 






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(ii)            the
persons who were serving as the members of the Company Board or Bank Board immediately prior to the commencement of a proxy contest
relating to the election of directors or a tender or exchange offer for voting securities of the Company or the Bank, as applicable
(“Incumbent Directors”), shall cease to constitute at least a majority of such board (or the board of directors
of any successor to the Company or the Bank, as applicable) at any time within one year of the election of directors as a result
of such contest or the purchase or exchange of voting securities of the Company or the Bank, as applicable, pursuant to such offer,
provided that any director elected or nominated for election to the Company Board or Bank Board, as applicable, by a majority
of the Incumbent Directors then still in office and whose nomination or election was not made at the request or direction of the
person(s) initiating such contest or making such offer shall be deemed to be an Incumbent Director for purposes of this subsection
(ii); or


 


(iii)            a
sale, transfer, or other disposition of all or substantially all of the assets of the Company or the Bank which is consummated
and immediately following which the persons who were the owners of the Company or the Bank, as applicable, immediately prior to
such sale, transfer, or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership
immediately prior to the sale, transfer, or disposition, more than fifty percent (50%) of the combined voting power entitled to
vote generally in the election of directors of (i) the entity or entities to which such assets or ownership interest are
sold or transferred or (ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting
power entitled to vote generally in the election of directors of the entities described in clause (i).


 


Notwithstanding anything
herein to the contrary, the issuance of common stock by the Company or the Bank shall not be deemed to be a Change in Control
nor shall any subsequent “second-step” conversion and stock issuance be deemed to be a Change in Control for purposes
of this Agreement.


 


To the extent necessary
to comply with Code Section 409A, a Change in Control will be deemed to have occurred only if the event also constitutes
a change in the effective ownership or effective control of the Company or the Bank, as applicable, or a change in the ownership
of a substantial portion of the assets of the Company or the Bank, as applicable, in each case within the meaning of Treasury
Regulation section 1.409A-3(i)(5).


 


(h)            For
purposes of this Agreement, “Change of Control Date” means the date on which a Change of Control occurs.


 


7.            Provisions
Relating to Parachute Payments.


 


(a)            If
payments and benefits to or for the benefit of the Executive, whether pursuant to this Agreement or otherwise, would result in
total Parachute Payments to the Executive with a value equal to or greater than one hundred percent (100%) of the Executive’s
Parachute Payment Limit, the amount payable to the Executive shall be reduced so that the value of all Parachute Payments to the
Executive, whether or not made pursuant to this Agreement, is equal to the Parachute Payment Limit less One Dollar ($1.00), accomplished
by first reducing any amounts payable pursuant to Sections 5(b) and 6(b), as applicable, and then reducing other amounts
of compensation to the extent necessary; provided that, no such reduction shall be taken if, after reduction for any applicable
federal excise tax imposed on the Executive by Code Section 4999, as well as any federal, state and local income tax imposed
on the Executive with respect to the total Parachute Payments, the total Parachute Payments accruing to the Executive would be
more than the amount of the total Parachute Payments after (a) taking the reduction described in the first clause of this
sentence, and (b) further reducing such payments by any federal, state and local income taxes imposed on the Executive with
respect to the total Parachute Payments. The Bank agrees to undertake such reasonable efforts as it may determine in its sole
discretion to prevent any payment or benefit under this Agreement (or any portion thereof) from constituting an Excess Parachute
Payment.


 






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(b)            The
amount of Parachute Payments and the Parachute Payment Limit shall be determined as provided in this subsection (b). The Bank
shall direct its independent auditor (“Auditor”) or such other accounting or law firm experienced in such calculations
and acceptable to the Executive to determine whether any Parachute Payments equal or exceed the Parachute Payment Limit and the
amount of any adjustment required by subsection (a). The Bank shall promptly give the Executive notice of the Auditor’s
determination. All reasonable determinations made by the Auditor under this subsection (b) shall be binding on the Company
and the Bank and the Executive and shall be made within thirty (30) days after the Termination Date.


 


(c)            For
purposes of this Section 7, the following terms have the following meanings:


 


(i)            “Excess
Parachute Payment” has the meaning given to such term in Code Section 280G(b)(1).


 


(ii)            “Parachute
Payment” has the meaning give to such term in Code Section 280G(b)(2).


 


(iii)            “Parachute
Payment Limit” means three (3) times the Executive’s “base amount” as defined by Code Section 280G(b)(3).


 


8.            Termination
of Employment by the Company and the Bank for Cause, Death or Disability.


 


(a)            The
Company and the Bank may initiate the termination of the Executive’s employment with the Company and the Bank and this Agreement
for Cause at any time. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to him a notice of termination which shall include a copy of a resolution duly adopted
by the affirmative vote of not less than a two-thirds (2/3) majority of all of the members of the Company Board and Bank Board
at a meeting of each such board called and held for that purpose, finding that in the good faith opinion of such board, Executive
was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have
the right to receive compensation or other benefits for any period after termination for Cause except as provided in Section 4
of this Agreement.


 


(b)            If
the Executive dies before the termination of his employment with the Company and the Bank, his employment and this Agreement shall
terminate automatically on the date of his death. In the case of a termination of the Executive’s employment with the Company
and the Bank on account of death, (i) the Executive shall remain entitled to life insurance benefits pursuant to the Bank’s
plans, programs, arrangements and practices in this regard, (ii) the Bank shall pay the Executive’s beneficiary (as
such beneficiary is specified under the Bank’s 401(k) retirement plan) an amount equal to one (1) times the sum
of the Executive’s Base Salary and Target Bonus in effect on the Termination Date in a lump sum within 60 days following
the Termination Date, and (iii) the Executive shall not be entitled to severance benefits or payments pursuant to Sections
5 or 6.


 






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(c)            The
Company and the Bank may initiate the termination of the Executive’s employment with the Company and the Bank and this Agreement
for Disability at any time. In the case of a termination of the Executive’s employment with the Company and the Bank on
account of Disability, (i) the Executive shall remain entitled to long-term disability benefits pursuant to the Bank’s
plans, programs, arrangements and practices in this regard (collectively, the “LTD Plan”), (ii) the Bank
shall pay the Executive an amount equal to one (1) times the sum of the Executive’s Base Salary and Target Bonus in
effect on the Termination Date less the amount expected to be paid under the LTD Plan for the one (1) year period following
the Termination Date, with such net amount paid as salary continuation in substantially equal installments over the twelve (12)
month period following the Termination Date in accordance with the Bank’s customary payroll practices regarding the payment
of base salary to executives but no less frequently than monthly (i.e., as if the Executive were still employed and receiving
Base Salary pursuant to Section 3(a) of this Agreement), except that the first payment shall be made within 60 days
following the Termination Date and shall include all installments that would have been paid earlier had the installment stream
commenced immediately following the Termination Date, and (iii) the Executive shall not be entitled to severance benefits
or payments pursuant to Sections 5 or 6.


 


(d)            For
purposes of this Agreement, “Disability” will occur on the date on which the insurer or administrator of the
Bank’s program of long-term disability insurance determines that the Executive is eligible to commence benefits under such
insurance.


 


9.            Resignation
by Executive for Good Reason. If an event of Good Reason occurs during the Term, the Executive may, at any time
within the ninety (90) day period following the initial occurrence of such event, provide the Bank Board with a written notice
of termination specifying the event of Good Reason and notifying the Company and the Bank of his intention to terminate his employment
with the Company and the Bank upon the Company’s and the Bank’s failure to correct the event of Good Reason within
thirty (30) days following receipt of the Executive’s notice of termination. If the Company and the Bank fails to correct
the event of Good Reason and provide the Executive with notice of such correction within such thirty (30) day period, the Executive’s
employment with the Company and the Bank and this Agreement shall terminate as of the end of such period and the Executive shall
be entitled to benefits as provided in Section 4 and Section 5 or 6, as applicable.


 


10.            Withholding
and Taxes. The Company and the Bank may withhold from any payment made hereunder (i) any taxes that the Company
or the Bank reasonably determines are required to be withheld under federal, state, or local tax laws or regulations, and (ii) any
other amounts that the Company or the Bank is authorized to withhold. Except for employment taxes that are the obligation of the
Company or the Bank, the Executive shall pay all federal, state, local, and other taxes (including, without limitation, interest,
fines, and penalties) imposed on him under applicable law by virtue of or relating to the payments and/or benefits contemplated
by this Agreement, subject to any reimbursement provisions of this Agreement.


 






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11.            Use
and Disclosure of Confidential Information.


 


(a)            The
Executive acknowledges and agrees that (i) by virtue of his employment with the Company and the Bank, he will be given access
to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Company and the Bank have devoted
(and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential
nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were
disclosed or became known by persons engaging in a business in any way competitive with the Company’s Business, such disclosure
would result in hardship, loss, irreparable injury, and damage to the Company or the Bank, the measurement of which would be difficult,
if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential
Information is an essential part of his duties of employment and that, as a result of his employment with the Company and the
Bank, he has a duty of fidelity, loyalty, and trust to the Company and the Bank in safeguarding Confidential Information. The
Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all reasonable steps to protect
and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Company or
the Bank, Customers, Prospective Customers, or vendors or suppliers of the Company of the Bank, and that he will not, directly
or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information,
either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Company
and the Bank. The Executive shall follow all Company and Bank policies and procedures to protect all Confidential Information
and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use
or disclosure of any Confidential Information.


 


(b)            For
purposes of this Agreement, “Confidential Information” means the following:


 


(i)            materials,
records, documents, data, statistics, studies, plans, writings, and information (whether in handwritten, printed, digital, or
electronic form) relating to the Company’s Business that are not generally known or available to the Company’s business,
trade, or industry or to individuals who work therein other than through a breach of this Agreement, or


 


(ii)            trade
secrets of the Company or the Bank.


 


Confidential Information
also includes, but is not limited to: (1) information about Company or Bank employees; (2) information about the Company’s
or the Bank’s compensation policies, structure, and implementation; (3) hardware, software, and computer programs and
technology used by the Company or the Bank; (4) Customer and Prospective Customer identities, lists, and databases, including
private information related to customer history, loan activity, account balances, and financial information; (5) strategic,
operating, and marketing plans; (6) lists and databases and other information related to the Company’s or the Bank’s
vendors; (7) policies, procedures, practices, and plans related to pricing of products and services; and (8) information
related to the Company’s or the Bank’s acquisition and divestiture strategy. Information or documents that are generally
available or accessible to the public shall be deemed Confidential Information, if the information is retrieved, gathered, assembled,
or maintained by the Company or the Bank in a manner not available to the public or for a purpose beneficial to the Company or
the Bank.


 






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(c)            For
purposes of this Agreement, “Company’s Business” means, collectively, the products and services provided
by the Company or the Bank or any other affiliate of the Company, including, but not limited to, lending activities (including
individual loans consisting primarily of home equity lines of credit, residential real estate loans, and/or consumer loans, and
commercial loans, including lines of credit, real estate loans, letters of credit, and lease financing) and depository activities
(including noninterest-bearing demand, NOW, savings and money market, and time deposits), debit and ATM cards, merchant cash management,
internet banking, treasury services, (including investment management, wholesale funding, interest rate risk, liquidity and leverage
management and capital markets products) and other general banking services.


 


(d)            For
purposes of this Agreement, “Customer” means a person or entity who is a customer of the Company or the Bank
at the time of the Executive’s termination of employment or with whom the Executive had direct contact on behalf of the
Company or the Bank at any time during the period of the Executive’s employment with the Company and the Bank.


 


(e)            For
purposes of this Agreement, “Prospective Customer” means a person or entity who was the direct target of sales
or marketing activity by the Executive or whom the Executive knew was a target of the Company’s or the Bank’s sales
or marketing activities during the one year period preceding the termination of the Executive’s employment with the Company
and the Bank.


 


(f)            The
confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential
(except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or
disclosure, including but not limited to any breach of this Agreement and such use or disclosure is known to the Executive) and
shall survive the termination of this Agreement and/or termination of the Executive’s employment with the Company and the
Bank.


 


12.            Nondisparagement.
The Executive agrees not to make any oral or written statement or take any other action that disparages or criticizes
the Company or the Bank or their management or practices, that damages the Company’s or the Bank’s good reputation,
or that impairs the normal operations of the Company or the Bank. The Executive understands that this nondisparagement provision
does not apply on occasions when the Executive is subpoenaed or ordered by a court or other governmental authority to testify
or give evidence and must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct
or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims not released
by this Agreement. The Executive also understands that the foregoing nondisparagement provision does not apply on occasions when
the Executive provides truthful information in good faith to any federal, state, or local governmental body, agency, or official
investigating an alleged violation of any antidiscrimination or other employment-related law or otherwise gathering information
or evidence pursuant to any official investigation, hearing, trial, or proceeding. Nothing in this nondisparagement provision
is intended in any way to intimidate, coerce, deter, persuade, or compensate the Executive with respect to providing, withholding,
or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under
any similar or related provision of state or federal law. In addition, nothing in this provision is intended to require the Executive
to provide notice to the Company or the Bank or their attorneys before reporting any possible violations of federal law or regulation
to any governmental agency or entity (“Whistleblower Disclosures”), and the Executive is not required to notify
the Company or the Bank or their attorneys that the Executive has made any such Whistleblower Disclosures. The Company and the
Bank agree not to make any oral or written statement or take any other action that disparages or criticizes the Executive or his
good reputation both during the period of employment of the Executive with the Bank and the Company and at any time thereafter.


 






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13.            Ownership
of Documents and Return of Materials At Termination of Employment.


 


(a)            Any
and all documents, records, and copies thereof, including but not limited to hard copies or copies stored digitally or electronically,
pertaining to or including Confidential Information (collectively, “Company Documents”) that are made or received
by the Executive during his employment with the Company and the Bank shall be deemed to be property of the Company and the Bank.
The Executive shall use Company Documents and information contained therein only in the course of his employment with the Company
and the Bank and for no other purpose. The Executive shall not use or disclose any Company Documents to anyone except as authorized
in the course of his employment and in furtherance of the Company’s Business.


 


(b)            Upon
termination of employment, the Executive shall deliver to the Company and the Bank, as soon as practicably possible (with or without
request) all Company Documents and all other Company and Bank property in the Executive’s possession or under his custody
or control.


 


14.            Non-Solicitation
of Customers and Employees. The Executive agrees that during the Term and for a period of twelve (12) months following
the termination of the Executive’s employment with the Company and the Bank, other than a termination of the Executive’s
employment with the Company and the Bank following a Change in Control, the Executive shall not, directly or indirectly, individually
or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer or any product or
service of the type offered by the Company or the Bank or competitive with the Company’s Business, (ii) solicit in
any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type
offered by the Company or the Bank or otherwise competitive with the Company’s Business, (iii) request or advise any
Customer, Prospective Customer, or supplier of the Company or the Bank to terminate, reduce, limit, or change its business or
relationship with the Company or the Bank, or (iv) induce, request, or attempt to influence any employee of the Company or
the Bank to terminate his employment with the Company or the Bank.


 


15.            Covenant
Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his position with the Company
and the Bank, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever
located, and the business, operations, and affairs of the Company and the Bank. Accordingly, except as set forth in subparagraph
(b) of this Section 15, during the term of this Agreement and for a period of twelve (12) months following the termination
of his employment with the Company and the Bank (“Restriction Period”) other than a termination of the Executive’s
employment with the Company and the Bank following a Change in Control or the involuntary termination of Executive’s employment
by the Bank or the Company, the Executive shall not, directly or indirectly, except as agreed to by duly adopted resolution of
the Bank Board:


 






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(a)            as
owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent
contractor, or otherwise, engage in the same trade or business as the Company’s Business, in the same or similar capacity
as the Executive worked for the Company and the Bank, or in such capacity as would cause the actual or threatened use of the Company’s
or the Bank’s trade secrets and/or Confidential Information; provided, however, that this subsection (a) shall not
restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any
class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive
acknowledges and agrees that, given the level of trust and responsibility given to him while in the Company’s and the Bank’s
employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent employment
with a competitor to the Company’s Business would result in the inevitable use or disclosure of the Company’s and
the Bank’s trade secrets and Confidential Information and, therefore, the duration of this year restriction is reasonable
and necessary to protect against such inevitable disclosure; or


 


(b)            offer
to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise),
either on a full-time or part-time or consulting basis, to any person who then currently is an employee of the Company or the
Bank.


 


The
restrictions on the activities of the Executive contained in this Section 15 shall be limited to the following geographical
areas: all counties in which Company or the Bank or any other affiliate of the Company
maintains an office or branch or has filed an application for regulatory approval to establish an office or branch as of date
of termination, except as agreed otherwise by the Bank Board.


 


16.            Remedies.
The Executive agrees that the Company and the Bank will suffer irreparable damage and injury and will not have an adequate
remedy at law if the Executive breaches any provision of the restrictions contained in Sections 11, 12, 13, 14 and 15 (the “Restrictive
Covenants”). Accordingly, if the Executive breaches or threatens or attempts to breach the Restrictive Covenants, in
addition to all other available remedies, the Company and the Bank shall be entitled to seek injunctive relief, and no or minimal
bond or other security shall be required in connection therewith. The Executive acknowledges and agrees that in the event of termination
of this Agreement for any reason whatsoever, the Executive can obtain employment not competitive with the Company’s Business
(or, if competitive, outside of the geographic and customer-specific scope described herein) and that the issuance of an injunction
to enforce the provisions of the Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive
Covenants are essential terms and conditions to the Company entering into this Agreement, and they shall be construed as independent
of any other provision in this Agreement or of any other agreement between the Executive and the Company or the Bank. The existence
of any claim or cause of action that the Executive has against the Company or the Bank, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company or the Bank of the Restrictive Covenants.


 


17.            Reasonableness
of Restrictions and Covenants. The Company, the Bank and the Executive acknowledge and agree that the restrictions
and covenants contained in Sections 14 and 15 are reasonable in view of the nature of the Company’s Business and the Executive’s
advantageous knowledge of and familiarity with the Company’s Business, operations, affairs, and Customers.


 






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18.            Requirements
for a Separation Agreement and Release. The Non-Change of Control Severance payments and benefits under Section 5
of this Agreement are conditioned upon Executive timely signing, returning, not revoking, and thereafter complying fully with
a Separation Agreement and Release prepared by the Company or the Bank and containing a release of claims, covenant not to sue,
non-disparagement clause, and other terms regularly included by the Company in severance agreements for executive-level employees
(the “Separation Agreement and Release”). The Separation Agreement and Release will release rights and claims against
the Company and the Bank that are in existence when Executive signs it, whether they are known or not known by Executive, other
than those rights and claims that are not lawfully waivable. The Separation Agreement and Release will not release vested rights
under the benefit plans sponsored by the Company or the Bank. It will be provided to Executive promptly following the Termination
Date. The Separation Agreement and Release will specify the time period for Executive to review and consider it and the deadline
for executing and returning it to the Company, as well as any applicable revocation period. If Executive does not sign and return
the Separation Agreement and Release or, if applicable, timely revokes it, Executive shall be entitled only to the payments and
benefits in Section 4(a) of this Agreement through his Termination Date, and the additional amounts set forth in Section 5
shall not be payable.


 


19.            Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Term may necessitate
the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment with
the Company and the Bank for any reason, to the extent reasonably requested by the Company or the Bank and subject to the Executive’s
professional commitments, the Executive shall cooperate with the Company and the Bank in connection with matters arising out of
the Executive’s service to the Company and the Bank, such cooperation to include without limitation the providing of truthful
testimony in any hearing or trial as requested by the Company or the Bank or any other affiliate of the Company; provided, however,
that the Company and the Bank shall make reasonable efforts to minimize disruption of the Executive’s other activities.
The Bank shall reimburse the Executive for reasonable expenses incurred or compensation not received by the Executive due to such
cooperation.


 


20.            Publicity.
During the Term, the Executive hereby consents to any and all reasonable and customary uses and displays, by the
Company, the Bank and their agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance
and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images,
websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines,
other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during
the period of the Executive’s employment with the Company and the Bank, for all legitimate commercial and business purposes
of the Company and the Bank, without royalty, payment or other compensation to Executive.


 


21.            Reimbursement
of Certain Costs.


 


(a)            If
the Company or the Bank brings a cause of action to enforce the Restrictive Covenants or to recover damages caused by the Executive’s
breach of the Restrictive Covenants, the substantially prevailing party in such action shall be entitled to reasonable costs and
expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees, and disbursements) in connection
with such action.


 


(b)            If
a dispute arises regarding the Executive’s rights hereunder, and the Executive obtains a final judgment in his favor from
a court of competent jurisdiction with respect to such dispute, all reasonable costs and expenses (including, without limitation,
reasonable attorneys’ fees, expert witness fees, and disbursements) incurred by the Executive in connection with such dispute
or in otherwise pursuing a claim based on a breach of this Agreement, shall be paid by the Bank.


 






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22.            No
Reliance. The Executive represents and acknowledges that in executing this Agreement, the Executive does not rely
and has not relied upon any representation or statement by the Company or the Bank or their agents, other than statements contained
in this Agreement.


 


23.            Effect
of Banking Statutes and Regulations. Notwithstanding anything herein contained to the contrary, any payments
to the Executive by the Bank or 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. 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).


 


24.            Section 409A.
To the extent necessary to ensure compliance with Code Section 409A (“Section 409A”),
the provisions of this Section 24 shall govern in all cases over any contrary or conflicting provision in this Agreement.


 


(a)            It
is intended that this Agreement comply with the requirements of Section 409A and all guidance issued thereunder by the U.S.
Internal Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A. This Agreement shall
be interpreted and administered to maximize the exemptions from Section 409A and, to the extent this Agreement provides for
deferred compensation subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest
and/or penalties upon Executive under Section 409A. The Company and the Bank do not, however, assume any economic burdens
associated with Section 409A. Although the Company and the Bank intend to administer this Agreement to prevent taxation under
Section 409A, they do not represent or warrant that this Agreement complies with any provision of federal, state, local,
or non-United States law. The Company, the Bank, other affiliates of the Bank, and their respective directors, officers, employees
and advisers will not be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax,
interest, or penalties the Executive may owe as a result of this Agreement. Neither the Company, the Bank nor any other affiliate
of the Company has any obligation to indemnify or otherwise protect the Executive from any obligation to pay taxes under Section 409A.


 


(b)            The
right to a series of payments under this Agreement will be treated as a right to a series of separate payments. Each payment under
this Agreement that is made within 2-1⁄2 months following the end of the year that contains the Termination Date is intended
to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A.
Each payment under this Agreement that is made later than 2-1⁄2 months following the end of the year that contains the Termination
Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii),
up to the limitation on the availability of that exception specified in the regulation. Then, each payment that is made after
the two-times exception ceases to be available shall be subject to delay, as necessary, as specified below.


 


(c)            To
the extent necessary to comply with Section 409A, in no event may the Executive, directly or indirectly, designate the taxable
year of payment. In particular, to the extent necessary to comply with Section 409A, if any payment to the Executive under
this Agreement is conditioned upon the Executive executing and not revoking a release of claims and if the designated payment
period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable
year.


 






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(d)            To
the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment”
or “terminates employment” (and similar references) shall have the same meaning as “separation from service”
under Section 409A(a)(2)(A)(i) and any governing Internal Revenue Service guidance and Treasury regulations (“Separation
from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be
paid unless and until (and not later than applicable in compliance with Section 409A) the Executive incurs a Separation from
Service. In addition, if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at
the time of the Executive’s Separation from Service, any nonqualified deferred compensation subject to Section 409A
that would otherwise have been payable on account of, and within the first six months following, the Executive’s Separation
from Service, and not by reason of another event under Section 409A(a)(2)(A), will become payable on the first business day
after six months following the date of the Executive’s Separation from Service or, if earlier, the date of the Executive’s
death.


 


(e)            To
the extent that any payment of or reimbursement by the Bank to the Executive of eligible expenses under this Agreement constitutes
a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the
Executive must request the Reimbursement (with substantiation of the expense incurred) no later than 90 days following the date
on which the Executive incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any
Bank expense reimbursement policy or specifically provided otherwise in this Agreement, the Bank shall make the Reimbursement
to the Executive on or before the last day of the calendar year following the calendar year in which the Executive incurred the
eligible expense; (iii) the Executive’s right to Reimbursement shall not be subject to liquidation or exchange for
another benefit; (iv) the amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for
Reimbursement in any other calendar year; and (v) except as specifically provided otherwise in this Agreement, the period
during which the Executive may incur expenses that are eligible for Reimbursement is limited to five calendar years following
the calendar year in which the Termination Date occurs.


 


25.            Miscellaneous
Provisions.


 


(a)            Further
Assurances. Each of the parties hereto shall do, execute, acknowledge, and deliver or cause to be done,
executed, acknowledged, and delivered at any time and from time to time upon the request of any other party hereto, all such further
acts, documents, and instruments as may be reasonably required to effect any of the transactions contemplated by this Agreement.


 


(b)            Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written
consent of the other party. Notwithstanding the foregoing, (i) the Company or the Bank, as applicable, shall require any
successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Company or the Bank, as applicable, to expressly assume, in writing, all of the Company’s
or the Bank’s, as applicable, obligations to the Executive hereunder and the Executive hereby consents to the assignment
of the Restrictive Covenants under this Agreement to any successor or assign of the Company or the Bank, as applicable, and (ii) upon
the Executive’s death, this Agreement shall inure to the benefit of and be enforceable by the Executive’s executors,
administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to
such persons or the estate of the Executive.


 






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(c)            Waiver;
Amendment. No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge
is agreed to in writing and signed by a duly authorized officer of the Company and the Bank and the Executive. The waiver by any
party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing
waiver or a waiver of any other or later breach or noncompliance. Except as expressly provided otherwise herein, this Agreement
may be amended or supplemented only by a written agreement executed by a duly authorized officer of the Company, a duly authorized
officer of the Bank and the Executive.


 


(d)            Headings.
The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation
or enforcement of this Agreement.


 


(e)            Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified,
or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity
of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such
court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable
provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending
provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out
the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree
that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should
one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified
as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set
forth herein.


 


(f)            Notice.
Any notice, request, instruction, or other document to be given hereunder to any party shall be in writing and delivered
by hand, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses
of delivery prepaid, at the address specified for such party below (or such other address as specified by such party by like notice):


 


	If to the Executive:	At the address maintained in the personnel
    records of the Bank.
	 	 
	If to the Company:	NorthEast Community Bancorp, Inc.
	 	325 Hamilton Avenue, White Plains, NY, 10601
	 	Attn: Corporate Secretary of the Board of Directors
	 	 
	If to the Bank:	NorthEast Community Bank
	 	325 Hamilton Avenue, White Plains, NY, 10601
	 	Attn: Corporate Secretary of the Board of Directors




 






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(g)            Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together
shall constitute one and the same instrument.


 


(h)            Governing
Law; Arbitration. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard to its
choice of law provisions). Except as set forth in Section 16 of this Agreement, any dispute or controversy arising under
or in connection with this Agreement or the Executive’s employment hereunder, shall be settled exclusively by arbitration,
conducted before a single arbitrator in the location where the Company’s principal business offices are located in accordance
with the rule of the American Arbitration Association. The decision of the arbitrator will be final and binding upon the
parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge
and agree that in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own
costs and expenses, including, without limitation, its own legal fees and expenses, and (b) the arbitration costs shall be
borne entirely by the Bank.


 


(i)            Entire
Agreement. This Agreement constitutes the entire and sole agreement between the Company and the Bank and the Executive
with respect to the Executive’s employment with the Company and the Bank or the termination thereof, and there are no other
agreements or understandings either written or oral with respect thereto. The parties agree that any and all prior employment
agreements between the parties have been terminated and are of no further force or effect.


 


(j) 
Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.


 


26.            Review
and Consultation. THE EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT HE (I) HAS READ THIS AGREEMENT IN ITS ENTIRETY PRIOR
TO EXECUTING IT, (II) UNDERSTANDS THE PROVISIONS AND EFFECTS OF THIS AGREEMENT, (III) HAS CONSULTED WITH SUCH ADVISORS
AS HE HAS DEEMED APPROPRIATE IN CONNECTION WITH HIS EXECUTION OF THIS AGREEMENT, AND (IV) HAS EXECUTED THIS AGREEMENT VOLUNTARILY.
THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL FOR THE COMPANY AND
THE BANK AND THAT THE EXECUTIVE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE
COMPANY OR THE BANK OR THEIR COUNSEL.


 


27.            Survival.
Upon any expiration or other termination of this Agreement: (i) each of Sections 3(h) (Indemnification),
11 - 17 (Restrictive Covenants), 19 (Cooperation), 23 (Required Provisions), 24 (Section 409A) and 26 (Review and Consultation)
shall survive such expiration or other termination; and (ii) all of the other respective rights and obligations of the parties
hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under
this Agreement.


 


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