EX-4.5





 Exhibit 4.5 

INVESTORS BANCORP, INC. 

2006 EQUITY INCENTIVE PLAN 

ARTICLE 1 — GENERAL 

Section 1.1 Purpose, Effective Date and Term. The purpose of this Investors Bancorp, Inc. 2006 Equity Incentive
Plan (the “Plan”) is to promote the long-term financial success of Investors Bancorp, Inc., a Delaware corporation (the “Company”), and its Subsidiaries by providing a means to attract, retain and reward individuals
who can and do contribute to such success and to further align their interests with those of the Company’s stockholders. The “Effective Date” of the Plan is October 24, 2006, the expected date of the approval of the Plan
by the Company’s stockholders. The Plan shall remain in effect as long as any awards under it are outstanding; provided, however, that no awards may be granted under the Plan after the ten-year
anniversary of the Effective Date. 
 Section 1.2 Administration. The Plan shall be administered by a
committee of the Company’s Board of Directors (the “Committee”), in accordance with Section 5.1. 

Section 1.3 Participation. Each Employee or Director of, or service provider to, the Company or any Subsidiary
of the Company who is granted an award in accordance with the terms of the Plan shall be a “Participant” in the Plan. Awards under the Plan shall be limited to Employees and Directors of, and service providers to, the Company or any
Subsidiary; provided, however, that an award (other than an award of an incentive stock option) may be granted to an individual prior to the date on which he or she first performs services as an Employee or a Director, provided that such
award does not become vested prior to the date such individual commences such services. 
 Section 1.4
Definitions. Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Article 8). 

ARTICLE 2 — AWARDS 

Section 2.1 General. Any award under the Plan may be granted singularly, in combination with another award (or
awards), or in tandem whereby the exercise or vesting of one award held by a Participant cancels another award held by the Participant. Each award under the Plan shall be subject to the terms and conditions of the Plan and such additional terms,
conditions, limitations and restrictions as the Committee shall provide with respect to such award and as evidenced in the Award Agreement. Subject to the provisions of Section 2.7, an award may be granted as an alternative
to or replacement of an existing award under the Plan or any other plan of the Company or any Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its
Subsidiaries, including without limitation the plan of any entity acquired by the Company or any Subsidiary. The types of awards that may be granted under the Plan include: 

(a) Stock Options. A stock option represents the right to purchase shares of Stock at an Exercise Price established by the
Committee. Any stock option may be either an incentive stock option (an “ISO”) that is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b), or a non-qualified option that is not intended to be an ISO, provided, however, that no ISOs may be: (i) granted after the ten-year anniversary of the Effective Date;
or (ii) granted to a non-Employee. Unless otherwise specifically provided by its terms, any stock option granted under the Plan shall be a non-qualified option. Any
ISO granted under this Plan that does not qualify as an ISO for any reason shall be deemed to be a non-qualified option. In addition, any ISO granted under this Plan may be unilaterally modified by the
Committee to disqualify such option from ISO treatment such that it shall become a non-qualified option. 

(b) Stock Appreciation Rights. A stock appreciation right (an “SAR”) is a right to receive, in cash, shares of
Stock or a combination of both (as shall be reflected in the Award Agreement), an amount equal to or based upon the excess of: (i) the Fair Market Value of a share of Stock at the time of exercise; over (ii) an Exercise Price established
by the Committee. 
 (c) Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Stock, subject to a vesting
schedule or the satisfaction of market conditions or performance conditions. 












 Section 2.2 Exercise of Stock Options and SARs. A stock
option or SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall a stock option or SAR expire later than ten (10) years after the date of
its grant. The “Exercise Price” of each stock option and SAR shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided,
however, that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; further, provided, that the Exercise Price may be higher or lower in the
case of options or SARs granted in replacement of existing awards held by an Employee, Director or service provider of an acquired entity. The payment of the Exercise Price of an option shall be by cash or, subject to limitations imposed by
applicable law, by such other means as the Committee may from time to time permit, including: (a) by tendering, either actually or by attestation, shares of Stock valued at Fair Market Value as of the day of exercise; (b) by irrevocably
authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise; (c) by personal, certified or cashiers’ check; (d) by other property deemed acceptable by the Committee; or (e) by any combination thereof. 

Section 2.3. Restricted Stock Awards. 

(a) General. Each Restricted Stock Award shall be evidenced by an Award Agreement, which shall: (a) specify the number of
shares of Stock covered by the Restricted Stock Award; (b) specify the date of grant of the Restricted Stock Award; (c) specify the vesting period, and (d) contain such other terms and conditions not inconsistent with the Plan as the
Committee may, in its discretion, prescribe. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock that shall be either: (x) registered in the name of the Participant and held by the Committee, together with
a stock power executed by the Participant in favor of the Committee, pending the vesting or forfeiture of the Restricted Stock Award; or (y) registered in the name of, and delivered to, the Participant. In any event, the certificates evidencing
the Restricted Stock Award shall at all times prior to the applicable vesting date bear the following legend: 
 The Common Stock evidenced
hereby is subject to the terms of an Award Agreement between Investors Bancorp, Inc. and [Name of Participant] dated [Date], made pursuant to the terms of the Investors Bancorp, Inc. 2006 Stock Incentive Plan, copies of which are on file at the
executive offices of Investors Bancorp, Inc., and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Agreement. 

or such other restrictive legend as the Committee, in its discretion, may specify. Notwithstanding the foregoing, the Company may in its sole
discretion issue Restricted Stock Awards in any other approved format (e.g. electronically) in order to facilitate the paperless transfer of such Awards. In the event Restricted Stock Awards are not issued in certificate form, the Company and
the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants’ ownership of such Awards. Restricted Stock Awards that are not issued in certificate form shall be subject to the same terms and conditions of this
Plan as certificated shares, including the restrictions on transferability, until the satisfaction of the conditions to which the Restricted Stock Award is subject. 

(b) Dividends. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such
determination in the relevant Award Agreement, any dividends or distributions declared and paid with respect to shares of Stock subject to the Restricted Stock Award, other than a stock dividend consisting of shares of Stock, but otherwise whether
or not in cash, shall be immediately distributed to the Participant. 
 (c) Voting Rights. Unless the Committee determines
otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, voting rights appurtenant to the shares of Stock subject to the Restricted Stock Award shall be exercised by the Participant in
his or her discretion. 
 (d) Tender Offers. Each Participant to whom a Restricted Stock Award is outstanding shall have the
right to respond, or to direct the response, with respect to the related shares of Stock, to any tender offer, exchange offer or other offer made to the holders of shares of Stock. Such a direction for any such shares of Stock shall be given by
proxy or ballot (if the Participant is the beneficial owner of the shares of Stock for voting purposes) or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the
Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the shares of Stock shall not be tendered.













 Section 2.4 Performance-Based Compensation. Any award under
the Plan which is intended to be “performance-based compensation” within the meaning of Code Section 162(m) shall be conditioned on the achievement of one or more objective performance measures, to the extent required by Code
Section 162(m), as may be determined by the Committee. The grant of any award and the establishment of performance measures that are intended to be performance-based compensation shall be made during the period required under Code
Section 162(m). 
 (a) Performance Measures. Such performance measures may be based on any one or more of the following:
earnings (e.g., earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization; or earnings per share); financial return ratios (e.g., return on investment, return on invested capital, return on
equity or return on assets); capital; increase in revenue, operating or net cash flows; cash flow return on investment; total stockholder return; market share; net operating income, operating income or net income; debt load reduction; expense
management; economic value added; stock price; assets, asset quality level, charge offs, loan reserves, non-performing assets, loans, deposits, growth of loans, deposits or assets; liquidity; interest
sensitivity gap levels; regulatory compliance or safety and soundness; improvement of financial rating; achievement of balance sheet or income statement objectives and strategic business objectives, consisting of one or more objectives, such as
meeting specific cost, revenue or other targets, business expansion goals and goals relating to acquisitions or divestitures. Performance measures may be based on the performance of the Company as a whole or of any one or more Subsidiaries or
business units of the Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan. In establishing any performance measures, the Committee may provide for the exclusion of the effects of the following items, to
the extent identified in the audited financial statements of the Company, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report: (i) extraordinary, unusual, and/or nonrecurring
items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations or laws; or (iv) mergers or acquisitions. To the extent not specifically excluded, such effects
shall be included in any applicable performance measure. 
 (b) Partial Achievement. The terms of any award may provide that
partial achievement of the performance measures may result in a payment or vesting based upon the degree of achievement. In addition, partial achievement of performance measures shall apply toward a Participant’s individual limitations as set
forth in Section 3.3. 
 (c) Adjustments. Pursuant to this Section 2.4, in
certain circumstances the Committee may adjust performance measures; provided, however, no adjustment may be made with respect to an award that is intended to be performance-based compensation, except to the extent the Committee exercises
such negative discretion as is permitted under applicable law for purposes of an exception under Code Section 162(m). If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company
or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the
Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no
longer appropriate, in which case, the Committee, in its sole discretion, may: (i) adjust, change or eliminate the performance measures or change the applicable performance period; or (ii) cause to be made a cash payment to the Participant
in an amount determined by the Committee. 
 Section 2.5 Vesting of Awards. If the right to become vested in
an award under the Plan (including the right to exercise an option) is conditioned on the completion of a specified period of service with the Company or its Subsidiaries, without achievement of performance measures or other performance objectives
(whether or not related to the performance measures) being required as a condition of vesting, and without it being granted in lieu of, or in exchange for, other compensation, then, unless otherwise determined by the Committee and evidenced in the
Award Agreement, the required period of service for full vesting shall not be less than three (3) years (subject to acceleration of vesting, to the extent permitted by the Committee including in the event of the Participant’s death,
Disability, Retirement, or Involuntary Termination of Employment following a Change in Control); provided, however, that unless otherwise determined by the Committee and evidenced in the Award Agreement, the required period of service for
full vesting with respect to an award granted to Directors shall not be less than one (1) year (subject to acceleration in such similar events as applied to Employee Participants, and providing that service as a Director Emeritus shall
constitute service for purposes of vesting). 












 Section 2.6 Deferred Compensation. If any award would be
considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or
the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section 2.6
shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any award under the Plan constitutes acknowledgement and consent to such
rights of the Committee, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an award which is determined to
constitute Deferred Compensation, if such discretionary authority would contravene Code Section 409A. 
 Section 2.7
Prohibition Against Option Repricing. Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price approved by the Company’s stockholders, neither the Committee nor the
Board shall have the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a stock option or SAR previously granted under the Plan, whether through amendment, cancellation
(including cancellation in exchange for a cash payment in excess of the option’s in-the-money value) or replacement grants, or other means. 

Section 2.8. Effect of termination of Service on awards. The Committee shall establish the effect of a
Termination of Service on the continuation of rights and benefits available under an Award or this Plan and, in so doing, may make distinctions based upon, among other things, the cause of Termination of Service and type of Award. Unless the
Committee shall specifically state otherwise at the time an Award is granted, all Awards to an Employee, Director or service provider shall vest immediately upon such individual’s death, Disability or Retirement. Unless otherwise provided in an
Award Agreement, the following provisions shall apply to each award granted under this Plan: 
 (a) Upon the Termination of Service
for any reason other than Disability, Retirement, death or Termination for Cause, options and SARs shall be exercisable only as to those shares that were immediately exercisable by such Participant at the date of termination, and options and SARs
may be exercised only for a period of three months following termination, and any shares of Restricted Stock that have not vested as of the date of termination shall expire and be forfeited 

(b) In the event of a Termination of Service for Cause, all options, SARs and Restricted Stock Awards granted to a Participant under
the Plan not exercised or vested shall expire and be forfeited. 
 (c) Upon the Termination of Service for reason of Disability,
Retirement or death, all options and SARs shall be exercisable as to all shares subject to an outstanding award whether or not then exercisable, and all Restricted Stock Awards shall vest as to all shares subject to an outstanding award, whether or
not otherwise immediately vested, at the date of Termination of Service, and options and SARs may be exercised for a period of one year following Termination of Service. Provided, however, that no option shall be eligible for treatment as an
incentive option in the event such option is exercised more than one year following termination of employment due to death or Disability and provided further, in order to obtain Incentive option treatment for options exercised by heirs or devisees
of an optionee, the optionee’s death must have occurred while employed or within three (3) months of termination of employment. 

(d) The effect of a Change in Control on the vesting/exercisability of options, SARs and Restricted Stock Awards is as set forth in
Article 4 hereof. 
 ARTICLE 3 — SHARES SUBJECT TO PLAN 

Section 3.1 Available Shares. The shares of Stock with respect to which awards may be made under the Plan shall
be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions. 

Section 3.2 Share Limitations. 

(a) Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of
shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to seven million nine hundred seventy-six thousand five hundred eleven (7,976,511) shares of Stock.
The maximum number of shares of Stock that may be delivered pursuant to options and SARs (all of which may be granted as ISOs) is seven million nine hundred seventy-six thousand five hundred eleven (7,976,511)
shares of Stock. The maximum number of shares of Stock that may be issued in conjunction with Restricted Stock Awards shall be three million four hundred eighteen thousand five hundred four (3,418,504) shares of Stock. The aggregate number of shares
available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment as provided in Section 3.4. 












 (b) Computation of Shares Available . For purposes of this
Section 3.2 and in connection with the granting of an option or SAR (other than a tandem SAR), a Restricted Stock Award, or other stock-based Award, the number of shares of Stock available for the granting of additional
options, SARs and Restricted Stock Awards shall be reduced by the number of shares of Stock in respect of which the option, SAR or Restricted Stock Award is granted or denominated. To the extent any shares of Stock covered by an award (including
stock awards) under the Plan are forfeited or are not delivered to a Participant or beneficiary for any reason, including because the award is forfeited or canceled, such shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the Plan. To the extent an option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price, the number of shares of Stock available shall
be reduced by the gross number of options exercised rather than by the net number of shares of Stock issued. 
 Section 3.3 Limitations on Grants
to Individuals. 
 (a) Options and SARs. The maximum number of shares of Stock that may be subject to options or SARs
granted to any one Participant during any calendar year and are intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)) and then only to the extent that such limitation is required by
Code Section 162(m), shall be one million seven hundred thousand (1,700,000). For purposes of this Section 3.3(a), if an option is in tandem with an SAR, such that the exercise of the option or SAR with respect to a
share of Stock cancels the tandem SAR or option right, respectively, with respect to such share, the tandem option and SAR rights with respect to each share of Stock shall be counted as covering but one share of Stock for purposes of applying the
limitations of this Section 3.3. 
 (b) Stock Awards. The maximum number of shares of Stock that may
be subject to Restricted Stock Awards described under Section 2.1(c) which are granted to any one Participant during any calendar year and are intended to be “performance-based compensation” (as that term is used
for purposes of Code Section 162(m)) and then only to the extent that such limitation is required by Code Section 162(m), shall be eight hundred thousand (800,000). 

(c) SARs Settled in Cash. The maximum annual dollar amount that may be payable to a Participant pursuant to cash settled SAR
described under Section 2.1(b) which are granted to any one Participant during any calendar year and are intended to be performance-based compensation (as that term is used for purposes of Code Section 162(m)) and then
only to the extent that such limitation is required by Code Section 162(m), shall be two million dollars ($2,000,000). 
 (d)
Director Awards. The maximum number of shares of Stock that may be covered by awards granted to any one individual non-Employee Director pursuant to Section 2.1(a) and
Section 2.1(b) (relating to options and SARs) shall be five percent of all shares of Stock to be granted pursuant to Section 2.1(a) and Section 2.1(b) (relating to options
and SARs) and the maximum number of shares that may be covered by awards granted to any one individual non-Employee Director pursuant to Section 2.1(c) (relating to Restricted Stock
Awards) shall be five percent of all shares of Stock to be granted pursuant to Section 2.1(c) (relating to Restricted Stock Awards). In addition, the maximum number of shares of stock that may be covered by awards granted
to all non-Employee Directors, in aggregate, pursuant to Section 2.1(a) and Section 2.1(b) (relating to options and SARs) shall be thirty percent of all
shares of Stock to be granted pursuant to Section 2.1(a) and Section 2.1(b) (relating to options and SARs) and under Section 2.1(c) (relating to Restricted Stock Awards)
shall be thirty percent of all shares of Stock to be granted pursuant to Section 2.1(c) (relating to Restricted Stock Awards). The foregoing limitations shall not apply to cash-based Director fees that a non-Employee Director elects to receive in the form of shares of Stock or with respect to enticement awards made to new Directors. 

(e) Partial Performance. Notwithstanding the preceding provisions of this Section 3.3, if in respect
of any performance period or restriction period, the Committee grants to a Participant awards having an aggregate number of shares less than the maximum number of shares that could awarded to such Participant based on the degree to which the
relevant performance measures were attained, the excess of such maximum number of shares over the number of shares actually subject to awards granted to such Participant shall be carried forward and shall increase the number of shares that may be
awarded to such Participant in respect of the next performance period in respect of which the Committee grants to such Participant an award intended to qualify as “performance-based compensation” (as that term is used for purposes of Code
Section 162(m)), subject to adjustment pursuant to Section 3.4 hereof. 












 Section 3.4 Corporate Transactions. 

(a) General. In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other
property), liquidation, dissolution, or other similar corporate transaction or event, affects the shares of Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan and/or
under any award granted under the Plan, then the Committee shall, in such manner as it deems equitable, adjust any or all of (i) the number and kind of securities deemed to be available thereafter for grants of options, SARs and Restricted
Stock Awards in the aggregate to all Participants and individually to any one Participant, (ii) the number and kind of securities that may be delivered or deliverable in respect of outstanding options, SARs and Restricted Stock Awards, and
(iii) the Exercise Price of options and SARs. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, options, SARs or Restricted Stock Awards (including, without limitation,
cancellation of options, SARs and Restricted Stock Awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of options, SARs
or Restricted Stock Awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Parent or Subsidiary or
the financial statements of the Company or any Parent or Subsidiary, or in response to changes in applicable laws, regulations, or account principles. Unless otherwise determined by the Committee, any such adjustment to an option, SAR or Restricted
Stock Award intended to qualify as “performance-based compensation” shall conform to the requirements of section 162(m) of the Code and the regulations thereunder then in effect. 

(b) Merger in which Company is Not Surviving Entity. In the event of any merger, consolidation, or other business reorganization
(including, but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise determined by the Committee at any time at or after grant and prior to the consummation of such merger, consolidation or other
business reorganization, any options or SARs granted under the Plan which remain outstanding shall be converted into options to purchase voting common equity securities of the business entity which survives such merger, consolidation or other
business reorganization or stock appreciation rights having substantially the same terms and conditions as the outstanding options under this Plan and reflecting the same economic benefit (as measured by the difference between the aggregate Exercise
Price and the value exchanged for outstanding shares of Stock in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger, provided, however, that the Committee may, at
any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding options and SARs be canceled as of the effective date of such merger, consolidation or other
business reorganization in exchange for a cash payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business reorganization over the Exercise Price of
the option or SAR being canceled. 
 Section 3.5 Delivery of Shares. Delivery of shares of Stock or other
amounts under the Plan shall be subject to the following: 
 (a) Compliance with Applicable Laws. Notwithstanding any other
provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including, the requirements
of the Securities Act), and the applicable requirements of any securities exchange or similar entity. 
 (b) Certificates. To
the extent that the Plan provides for the issuance of shares of Stock, the issuance may be affected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any
stock exchange. 












 ARTICLE 4 — CHANGE IN CONTROL 

Section 4.1 Consequence of a Change in Control. Subject to the provisions of Section 3.4
(relating to the adjustment of shares), and except as otherwise provided in the Plan or as determined by the Committee and set forth in the in terms of any Award Agreement: 

(a) At the time of an Involuntary Termination of Employment (as defined in Section 8.1 hereof) (or as to a
Director, Termination of Service as a Director) following a Change in Control, all options and SARs then held by the Participant shall become fully exercisable (subject to the expiration provisions otherwise applicable to the option or SAR). 

(b) At the time of an Involuntary Termination of Employment (as defined in Section 8.1 hereof) (or as to a
Director, Termination of Service as a Director) following a Change in Control, all Restricted Stock Awards described in Section 2.1(c) shall be fully earned and vested immediately. 

(c) In the event of a Change in Control, any performance measure attached to an award under the Plan shall be deemed satisfied as of
the date of the Change in Control. 
 Section 4.2 Definition of Change in Control. For purposes of the Plan,
unless otherwise provided in an Award Agreement, a “Change in Control” shall be deemed to have occurred upon the earliest to occur of the following: 

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (a “Person”), is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty five percent (25%) or more of the combined
voting power of the Company’s then outstanding Voting Securities, provided that, notwithstanding the foregoing and for all purposes of this Plan: (a) the term “Person” shall not include (1) the MHC, the Company or any of its
Subsidiaries, (2) an employee benefit plan of the Company or any of its Subsidiaries (including the Plan), and any trustee or other fiduciary holding securities under any such plan, or (3) a corporation or other entity owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company; (b) no Person shall be deemed the beneficial owner of any securities acquired by such Person in an Excluded
Transaction; and (c) no Director or officer of the Company or any direct or indirect Subsidiary of the Company (or any affiliate of any such Director or officer) shall, by reason of any or all of such Directors or officers acting in their
capacities as such, be deemed to beneficially own any securities beneficially owned by any other such Director or officer (or any affiliate thereof); or 

(b) the Incumbent Directors cease, for any reason, to constitute a majority of the Whole Board; or 

(c) a plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other corporations or
entities is consummated, other than a plan of reorganization, merger, consolidation or similar transaction that is an Excluded Transaction, or the stockholders of the Company approve a plan of complete liquidation of the Company, or a sale,
liquidation or other disposition of all or substantially all of the assets of the Company or any bank Subsidiary of the Company is consummated; or 

(d) a tender offer is made for 25% or more of the outstanding Voting Securities of the Company and the stockholders owning beneficially
or of record 25% or more of the outstanding Voting Securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror; or 

(e) a Potential Change in Control occurs, and the Board determines, pursuant to the vote of at majority of the Whole Board, with
at least two-thirds (2/3) of the Incumbent Directors then in office voting in favor of such determination, to deem the Potential Change in Control to be a Change in Control for the purposes of this
Plan. 
 Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”)
acquired beneficial ownership of more than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of Stock or Voting Securities by the Company, which by reducing the number of shares of Stock or
Voting Securities then outstanding, increases the proportional number of shares beneficially owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the
acquisition of Stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Stock or Voting Securities which increases the percentage of the then
outstanding Stock or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. In addition, and notwithstanding the foregoing, a Change in Control shall not be deemed to occur as a result of or in connection
with a second step conversion of the MHC. In the event that an award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such award is to be triggered solely by a Change in Control, then with respect to such
award a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of such transaction. 












 ARTICLE 5 — COMMITTEE 

Section 5.1 Administration. The Plan shall be administered by the members of the Compensation Committee of
Investors Bancorp, Inc. who are Disinterested Board Members. If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to
provide for a Committee consisting of at least two Disinterested Board Members. The Board (or those members of the Board who are “independent directors” under the corporate governance statutes of any national securities exchange on which
the Company lists its securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the
Committee. 
 Section 5.2 Powers of Committee. The Committee’s administration of the Plan shall be
subject to the following: 
 (a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to
select from among the Company’s and its Subsidiaries’ Employees, Directors and service providers those persons who shall receive awards, to determine the time or times of receipt, to determine the types of awards and the number of shares
covered by the awards, to establish the terms, conditions, performance criteria, restrictions (including without limitation, provisions relating to non-competition,
non-solicitation and confidentiality), and other provisions of such awards (subject to the restrictions imposed by Article 6) to cancel or suspend awards and to reduce, eliminate or accelerate any
restrictions or vesting requirements applicable to an award at any time after the grant of the award. 
 (b) The Committee will have
the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. 

(c) The Committee will have the authority to define terms not otherwise defined herein. 

(d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

 (e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that
conforms to the certificate of incorporation and bylaws of the Company and applicable state corporate law. 
 Section 5.3
Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or the Plan, or as necessary to comply with the exemptive provisions of Rule
16b-3 promulgated under the Exchange Act or Code Section 162(m), the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or
any part of its responsibilities and powers to any person or persons selected by it, including: (a) delegating to a committee of one or more members of the Board who are not “outside directors” within the meaning of Code
Section 162(m), the authority to grant awards under the Plan to eligible persons who are either: (i) not then “covered employees,” within the meaning of Code Section 162(m) and are not expected to be “covered
employees” at the time of recognition of income resulting from such award; or (ii) not persons with respect to whom the Company wishes to comply with Code Section 162(m); and/or (b) delegating to a committee of one or more
members of the Board who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority to grant awards under the Plan to eligible persons
who are not then subject to Section 16 of the Exchange Act. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and
responsibilities and any awards so granted. Any such allocation or delegation may be revoked by the Committee at any time. 

Section 5.4 Information to be Furnished to Committee. As may be permitted by applicable law, the Company and
its Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the
Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. 












 Section 5.5 Committee Action. The Committee shall hold such
meetings, and may make such administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which
a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed
by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. 
 ARTICLE 6 —
AMENDMENT AND TERMINATION 
 Section 6.1 General. The Board may, as permitted by law, at any time,
amend or terminate the Plan, and may amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.6, Section 3.4 and Section 6.2)
may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any award granted which was
granted under the Plan prior to the date such amendment is adopted by the Board; provided, however, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan; (b) materially increase the
aggregate number of securities which may be issued under the Plan, other than pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or
(c) above is approved by the Company’s stockholders. 
 Section 6.2 Amendment to Conform to Law and Accounting
Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee may amend the Plan or an Award Agreement, to take affect retroactively or otherwise, as deemed necessary or advisable for the
purpose of (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), or (ii) avoiding an accounting treatment resulting
from an accounting pronouncement or interpretation thereof issued by the Securities Exchange Commission or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making of the award affected thereby, which in the sole
discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company. By accepting an award under this Plan, each Participant agrees and consents to any amendment made pursuant to this
Section 6.2 or Section 2.6 to any award granted under this Plan without further consideration or action. 

ARTICLE 7 — GENERAL TERMS 

Section 7.1 No Implied Rights. 

(a) No Rights to Specific Assets. Neither a Participant nor any other person shall by reason of participation in the Plan acquire
any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of
a liability under the Plan. A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the
Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 

(b) No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as
a Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms
of the Plan. No individual shall have the right to be selected to receive an award under this Plan, or, having been so selected, to receive a future award under this Plan. 

(c) No Rights as a Stockholder. Except as otherwise provided in the Plan, no award under the Plan shall confer upon the holder
thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. 

Section 7.2 Transferability. Except as otherwise so provided by the Committee, awards under the Plan are not
transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended. The Committee shall have the discretion to permit the transfer of awards under the plan; provided, however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the
primary benefit of such family members or to charitable organizations, and; provided, further, that such transfers are not made for consideration to the Participant. 












 Section 7.3 Designation of Beneficiaries. A Participant
hereunder may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to time revoke or amend any such designation (“Beneficiary Designation”). Any designation of beneficiary
under this Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any award, the Committee may determine to
recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone. 

Section 7.4 Non-Exclusivity. Neither the adoption of this Plan by the
Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable,
including, without limitation, the granting of restricted stock or stock options otherwise than under the Plan or an arrangement that is or is not intended to qualify under Code Section 162(m), and such arrangements may be either generally
applicable or applicable only in specific cases. 
 Section 7.5 Award Agreement. Each award granted under the
Plan shall be evidenced by an Award Agreement. A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may but need not require that the
Participant sign a copy of the Award Agreement. 
 Section 7.6 Form and Time of Elections. Unless otherwise
specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be filed with the Company at such times, in such
form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. 

Section 7.7 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or
other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 

Section 7.8 Tax Withholding. Where a Participant is entitled to receive cash or shares of Stock upon the
vesting or exercise of an Award, the Company shall have the right to require such Participant to pay to the Company the amount of any tax which the Company is required to withhold with respect to such vesting or exercise, or, in lieu thereof, to
retain, or to sell without notice, a sufficient number of shares of Stock to cover the minimum amount required to be withheld. To the extent determined by the Committee and specified in an Award Agreement, a Participant shall have the right to
direct the Company to satisfy the minimum required federal, state and local tax withholding by, (i) with respect to an option or SAR settled in stock, reducing the number of shares of Stock subject to the option or SAR (without issuance of such
shares of Stock to the option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the
Exercise Price per share of Stock; (ii) with respect to Restricted Stock Award, withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting; or (iii) with respect to an SAR settled in cash,
withholding an amount of cash. Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award under FASB 123(R) is an adverse consequence), a Participant who is not required to have
taxes withheld may require the Company to withhold in accordance with the preceding sentence as if the award were subject to minimum tax withholding requirements. 

Section 7.9 Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any
Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized officer of the Company or such Subsidiary. 
 Section 7.10
Successors. All obligations of the Company under this Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation or otherwise, of all or substantially all of the business, stock, and/or assets of the Company. 












 Section 7.11 Indemnification. To the fullest extent permitted
by law and the Company’s certificate of incorporation, each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with
Section 5.3, or an Employee of the Company shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable
attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost,
liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be
entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

Section 7.12 No Fractional Shares. Unless otherwise permitted by the Committee, no fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any award. The Committee shall determine whether cash, or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated. 
 Section 7.13 Governing Law. The Plan, all awards granted hereunder, and
all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and
state courts located in Essex County, New Jersey, or the Chancery Court of the State of Delaware, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this
Plan, each Participant, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any
such disputes. 
 Section 7.14 Benefits Under Other Plans. Except as otherwise provided by the Committee,
awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of the company or a Subsidiary that is intended to
be qualified under Code Section 401(a). 
 Section 7.15 Validity. If any provision of this Plan is
determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included herein. 

Section 7.16 Notice. Unless otherwise provided in an Award Agreement, all written notices and all other written
communications to the Company provided for in the Plan, any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via
overnight or two-day delivery), or sent by facsimile or prepaid overnight courier to the Company at its principal executive office. Such notices, demands, claims and other communications shall be deemed given:

 (a) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for
delivery; 
 (b) in the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; or 

(c) in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or
otherwise; 
 provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received,
provided they are actually received. In the event a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service
provider. Communications that are to be delivered by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s Chief Operating Officer and to the Corporate Secretary. 












 ARTICLE 8 — DEFINED TERMS; CONSTRUCTION 

Section 8.1 In addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the
following definitions shall apply: 
 (a) “10% Stockholder” means an individual who, at the time of grant, owns stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. 
 (b) “Award
Agreement” means the document (in whatever medium prescribed by the Committee) which evidences the terms and conditions of an award under the Plan. Such document is referred to as an agreement regardless of whether Participant signature is
required. 
 (c) “Board” means the Board of Directors of the Company. 

(d) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a
Subsidiary that provides a definition of termination for “cause,” then, for purposes of this Plan, the term “Cause” shall have meaning set forth in such agreement. In the absence of such a definition,
“Cause” means (i) the conviction of the Participant of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Participant of a criminal or other act that, in the judgment
of the Board will likely cause substantial economic damage to the Company or any Subsidiary or substantial injury to the business reputation of the Company or any Subsidiary; (iii) the commission by the Participant of an act of fraud in the
performance of his duties on behalf of the Company or any Subsidiary; (iv) the continuing willful failure of the Participant to perform his duties to the Company or any Subsidiary (other than any such failure resulting from the
Participant’s incapacity due to physical or mental illness) after written notice thereof; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Participant’s
Service with the Company. 
 (e) “Change in Control” has the meaning ascribed to it in
Section 4.2. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended, and any rules,
regulations and guidance promulgated thereunder, as modified from time to time. 
 (g) “Code
Section 409A” means the provisions of Section 409A of the Code and any rules, regulations and guidance promulgated thereunder. 

(h) “Committee” means the Committee acting under Article 5. 

(i) “Director” means a member of the Board of Directors of the Company or a Subsidiary. 

(j) “Disinterested Board Member” means a member of the Board who: (a) is not a current Employee of the Company or a
Subsidiary, (b) is not a former employee of the Company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, (c) has not
been an officer of the Company, (d) does not receive remuneration from the Company or a Subsidiary, either directly or indirectly, in any capacity other than as a Director except in an amount for which disclosure would not be required pursuant
to Item 404 of SEC Regulation S-K in accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto and (e) does not possess an interest in any other transaction,
and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404 of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor
provision thereto. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of section 162(m) of the Code, Rule 16b-3 promulgated under the
Exchange Act and the corporate governance standards imposed on compensation committees under the listing requirements imposed by any national securities exchange on which the Company lists or seeks to list its securities. 

(k) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a
Subsidiary that provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms “Disability” or “Disabled” shall have meaning set forth
in such agreement. In the absence of such a definition, “Disability” or “Disabled” means that a Participant: (i) is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three
(3) months under an accident and health plan covering the Company’s Employees. 












 (l) “Employee” means any person employed by the Company or any Subsidiary.
Directors who are also employed by the Company or a Subsidiary shall be considered Employees under the Plan. 
 (m) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time. 
 (n) “Excluded Transaction” means
(I) a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the Voting Securities of the entity surviving the plan of reorganization, merger, consolidation or similar transaction
(or the parent of such surviving entity) immediately after such plan of reorganization, merger, consolidation or similar transaction; and (II) a second step conversion of the MHC. 

(o) “Exercise Price” means the price established with respect to an option or SAR pursuant to
Section 2.2. 
 (p) “Fair Market Value” means, with respect to a share of Stock on a specified
date: 
 (I) the final reported sales price on the date in question (or if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the shares of Stock
are listed or admitted to trading, as of the close of the market in New York City and without regard to after-hours trading activity; or 

(II) if the shares of Stock are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a
share of Stock on such date, as of the close of the market in New York City and without regard to after-hours trading activity, on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on
another similar system, selected by the Committee, then in use; or 
 (III) if (I) and (II) are not applicable, the Fair Market
Value of a share of Stock as the Committee may determine in good faith and in accordance with Code Section 422. 
 (q) A
termination of employment by an Employee Participant shall be deemed a termination of employment for “Good Reason” as a result of the Participant’s resignation from the employ of the Company or any Subsidiary upon the
occurrence of any of the following events: (a) the failure of the Company or Subsidiary to appoint or re-appoint or elect or re-elect the Employee Participant to
the position(s) with the Company or Subsidiary held immediately prior to the Change in Control; (b) a material change in the functions, duties or responsibilities of the Employee Participant compared to those functions, duties or
responsibilities in effect immediately prior to a Change in Control; (c) any reduction of the rate of the Employee Participant’s base salary in effect immediately prior to the Change in Control, (d) any failure (other than due to
reasonable administrative error that is cured promptly upon notice) to pay any portion of the Employee Participant’s compensation as and when due; (e) any change in the terms and conditions of any compensation or benefit program in which
the Employee Participant participated immediately prior to the Change in Control which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package; or (f) a change
in the Employee Participant’s principal place of employment, without his consent, to a place that is both more than twenty-five (25) miles away from the Employee Participant’s principal residence and more than fifteen (15) miles
away from the location of the Employee Participant’s principal executive office prior to the Change in Control. 
 (r)
“Incumbent Directors” means: 
 (I) the individuals who, on the date hereof, constitute the Board; and 

(II) any new Director whose appointment or election by the Board or nomination for election by the Company’s stockholders was
approved or recommended: (a) by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors then in office voting
in favor of such approval or recommendation; or (b) by a Nominating Committee of the Board whose members were appointed by the vote of at least two-thirds (2/3) of the Whole Board, with at least two-thirds of the Incumbent Directors then in office voting in favor of such appointments 












 (s) “Involuntary Termination of Employment” means the Termination of
Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason. 

(t) “ISO” has the meaning ascribed to it in Section 2.1(a). 

(u) “MHC” means Investors Bancorp, MHC. 

(v) “Participant” means any individual who has received, and currently holds, an outstanding award under the Plan. 

(w) “Potential Change in Control” means: 

(I) the public announcement by any Person of an intention to take or to consider taking actions which, if consummated, would constitute
a Change in Control; or 
 (II) one or more transactions, events or occurrences that result in a change in control of the Company or
any Subsidiary within the meaning of the Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or 

(III) a proxy statement soliciting proxies from stockholders of the Company is filed or distributed seeking stockholder approval of a
plan of reorganization, merger, consolidation or similar transaction involving the Company and one or more other entities, but only if such plan of reorganization, merger, consolidation or similar transaction has not been approved by the vote of at
least two-thirds (2/3) of the Whole Board, with at least two-thirds (2/3) of the Incumbent Directors then in office voting in favor of such plan of reorganization,
merger, consolidation or similar transaction. 
 (x) “Retirement” means retirement from employment as an Employee or
Service as a Director on or after the occurrence of any of the following: 
 (I) the attainment of age 75 by an Employee or Director;

 (II) the attainment of age 62 by an Employee or Director and the completion of 15 years of continuous employment or Service as an
Employee or Director; or 
 (III) the completion of 25 years of continuous employment or Service as an Employee and/or Director. 

Years of employment as an Employee or Service as a Director shall be aggregated for the purposes of this definition for any years of employment
as an Employee or Service as a Director that did not occur simultaneously. 
 (y) “SAR” has the meaning ascribed to it in
Section 2.1(b). 
 (z) “SEC” means the Securities and Exchange Commission. 

(aa) “Securities Act” means the Securities Act of 1933, as amended from time to time. 

(bb) “Service” means service as an Employee, consultant or non-employee Director of
the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus. 
 (cc) “Stock” means
the common stock of the Company, $0.01 par value per share. 
 (dd) “Subsidiary” means any corporation, affiliate, bank or
other entity which would be a subsidiary corporation with respect to the Company as defined in Code Section 424(f) and, other than with respect to an ISO, shall also mean any partnership or joint venture in which the Company and/or other
Subsidiary owns more than fifty percent (50%) of the capital or profits interests. 
 (ee) “Termination of Service” means
the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director of, or service provider to, the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: 

(I) The Participant’s cessation as an Employee or service provider shall not be deemed to occur by reason of the transfer of the
Participant between the Company and a Subsidiary or between two Subsidiaries. 












 (II) The Participant’s cessation as an Employee or service provider shall not be
deemed to occur by reason of the Participant’s being on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s services. 

(III) If, as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is
providing services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of or service provider to the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated
as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing services. 

(IV) A service provider whose services to the Company or a Subsidiary are governed by a written agreement with the service provider will
cease to be a service provider at the time the term of such written agreement ends (without renewal); and a service provider whose services to the Company or a Subsidiary are not governed by a written agreement with the service provider will cease
to be a service provider on the date that is ninety (90) days after the date the service provider last provides services requested by the Company or any Subsidiary (as determined by the Committee). 

(V) Notwithstanding the forgoing, in the event that any award under the Plan constitutes Deferred Compensation, the term Termination of
Service shall be interpreted by the Committee in a manner consistent with the definition of “Separation from Service” as defined under Code Section 409A. 

(ff) “Voting Securities” means any securities which ordinarily possess the power to vote in the election of directors without
the happening of any pre-condition or contingency. 
 (gg) “Whole Board” means the
total number of Directors that the Company would have if there were no vacancies on the Board at the time the relevant action or matter is presented to the Board for approval. 

(hh) “Immediate Family Member” means with respect to any Participant: (a) any of the Participant’s children,
stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law, including relationships created by adoption; (b) any
natural person sharing the Participant’s household (other than as a tenant or employee, directly or indirectly, of the Participant); (c) a trust in which any combination of the Participant and persons described in section (a) and (b) above
own more than fifty percent (50%) of the beneficial interests; (d) a foundation in which any combination of the Participant and persons described in sections (a) and (b) above control management of the assets; or (e) any other
corporation, partnership, limited liability company or other entity in which any combination of the Participant and persons described in sections (a) and (b) above control more than fifty percent (50%) of the voting interests. 

Section 8.2 In this Plan, unless otherwise stated or the context otherwise requires, the following uses apply: 

(a) actions permitted under this Plan may be taken at any time and from time to time in the actor’s reasonable discretion; 

(b) references to a statute shall refer to the statute and any successor statute, and to all regulations promulgated under or
implementing the statute or its successor, as in effect at the relevant time; 
 (c) in computing periods from a specified date to a
later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like) mean “to, but
excluding”; 
 (d) references to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a
regulatory body that succeeds to the functions of the agency, authority or instrumentality; 
 (e) indications of time of day mean
New Jersey time; 
 (f) “including” means “including, but not limited to”; 

(g) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise
specified; 
 (h) all words used in this Plan will be construed to be of such gender or number as the circumstances and context
require; 












 (i) the captions and headings of articles, sections, schedules and exhibits appearing
in or attached to this Plan have been inserted solely for convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of this Plan or any of its provisions; 

(j) any reference to a document or set of documents in this Plan, and the rights and obligations of the parties under any such
documents, shall mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and 

(k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP.