EX-10.10



 Exhibit 10.10 

Clifton Savings Bank 

Performance Incentive Compensation Plan 
  

	1.	Purpose. 

 The purpose of the Clifton Savings Bank Performance Incentive Compensation
Plan (the “Plan”) is to provide annual cash awards to key personnel (each, a “Participant”) of Clifton Savings Bank (the “Bank”) and its affiliates that recognizes and rewards the achievement of corporate and/or
individual performance goals. 
  

	2.	Effective Date of Plan. 

 The Plan was effective upon adoption by the Board of Directors
of the Bank on July 2, 2014 and is in effect for the 2015 Plan Year. The “Plan Year” is the Bank’s fiscal year and references to a specific “Plan Year” shall refer to the year in which such fiscal year ends. 

 

	3.	Plan Administration. 

 The Plan shall be administered by the Compensation Committee
(“Committee”) of the Board of Directors of the Bank. The Committee shall have the power and authority, subject to the provisions of the Plan and applicable law, to (a) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (b) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan, and (c) make all other determinations
and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement
relating to the Plan (a) shall be within the sole discretion of the Committee, (b) may be made at any time, and (c) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants in
the Plan, their legal representatives and beneficiaries and employees of the Bank and its affiliates. 
  

	4.	Eligibility. 

 Employees of the Bank are eligible to participate in the Plan only upon
designation by the Committee. 
  

	5.	Awards. 

 (a) Prior to or within 90 days after the commencement of each calendar
year (the “Plan Year”), the Committee shall designate the following in an award program established for such Plan Year: 

(i) The employees who will participate in the Plan for the Plan Year. The Committee may, after the 90th day of the Plan Year,
designate additional employees, including but not limited to, newly hired employees, to participate in the Plan for the Plan Year, provided, however, that: (A) any awards earned by any such Participant for








 
participation for such partial Plan Year will be pro-rated based on the number of days during the Plan Year in which the Participant participated in the Plan, and (B) the Performance Goals
for such additional Participants will be established prior to or before the expiration of 25% of the days remaining in such partial Plan Year. Notwithstanding anything in this Plan to the contrary, designation as a Participant for any Plan Year will
not establish the Participant’s eligibility to participate in any subsequent Plan Year. 
 (ii) The Performance Metrics,
as defined herein, that will apply to the determination of awards for the Plan Year. 
 (iii) The Performance Goals, as
defined herein, to be met by the Bank for Participants to earn awards for the Plan Year and a payout matrix or formula for such Performance Metrics and Performance Goals. 

(iv) The individual performance criteria, if any, applicable to a Participant for the Plan Year. 

(b) All awards under the Plan will be made in the form of a cash payment. Awards will generally be determined by reference to (i) a
Participant’s base salary as of the last day of the Plan Year and (ii) a specified percentage (expressed as a decimal or fixed by a formula which will determine such percentage) determined by the Committee to apply to the Participant for
the Plan Year based on the payout matrix or formula for the Performance Metrics and Performance Goals established for the Plan Year. 
 (c)
Unless otherwise determined by the Committee, a Participant who terminates employment, either voluntarily or involuntarily, before the payment date for awards for the Plan Year is thereby ineligible for an award under the Plan. The Committee, in its
sole discretion, may authorize the full or partial payments of awards to a Participant who terminates employment prior to the payment date by reason of death, disability, or retirement or in such other circumstances as the Committee may determine.

 (d) Not later than 120 days after the commencement of the Plan Year, each Participant for the Plan Year shall receive a written
communication (“a notice of participation”) from the Committee identifying (i) the applicable Performance Metrics, Performance Goals and any individual performance goals for the Plan Year, (ii) the award opportunity, and
(iii) other applicable terms and conditions. 
 (e) Notwithstanding anything in this Plan to the contrary, the Participants, the
Performance Metrics, Performance Goals and award opportunities for the 2015 Plan Year shall be as set forth in Exhibit A to the Plan and the communication described in Section 5(d) shall be provided to the Participants as soon as practicable
following the effective date of the Plan. 








	6.	Performance Metrics. 

 For each Plan Year, the Committee shall designate one or more of
the corporate financial criteria (the “Performance Metrics”) for use in determining an award for a Participant for such Plan Year; provided, however, that the Committee retains the discretion to determine whether an award will be paid
under any one or more of such Performance Metrics. The exercise of such discretion will be accompanied by a written description of the business rationale supporting the Committee’s decision, and the description shall be provided to affected
Participants. 
  

	7.	Performance Goals. 

 For each Plan Year, the Committee shall establish one or more
specific, objective performance goals (the “Performance Goals”), the outcome of which are substantially uncertain at the time so established, for each of the Performance Metrics designated by the Committee for the Plan Year, against which
actual Bank performance is to be measured to determine the amount or level of awards. Performance Goals established by the Committee may be described by means of a matrix or formula, providing for goals resulting in the payment of awards under the
Plan. 
  

	8.	Determination and Payment of Awards. 

 As soon as practicable after the end of the Plan
Year, the Committee will determine the amount of the award, if any, earned by each Participant, based on the application of the criteria and goals specified pursuant to Sections 6 and 7 and any individual performance criteria established by the
Committee; provided, however, that the Committee may, in its sole discretion, reduce the amount which would otherwise be payable to a Participant under the Plan based upon such factors as the Committee deems relevant. The exercise of such discretion
will be accompanied by a written description of the business rationale supporting the Committee’s decision, and the description shall be provided to affected Participants. Cash payments will occur as soon as administratively practicable after
determination of the awards by the Committee and not later than 75 days after the end of the Plan Year, unless payment of the cash portion of an award has been deferred pursuant to Section 10(f) hereof. The Committee’s determination must
include a certification in writing that the Performance Goals and any other material terms of the award were in fact satisfied; provided that minutes of the Committee meeting (or any action by written consent) shall satisfy the written
certification requirement. Notwithstanding anything in the Plan to the contrary, the Committee may, in its sole discretion, authorize the payment of an award prior to the end of the Plan Year if the Committee determines that the applicable
Performance Metrics and any applicable individual performance criteria have been, or are likely to be, satisfied. 
  

	9.	Termination, Suspension or Modification of the Plan. 

 The Board of Directors may at any
time, with or without notice, terminate, suspend, or modify the Plan in whole or in part, provided that any awards earned for a completed performance year but not yet paid will not be affected. The Committee may also correct any defect, supply any
omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry the Plan into effect. 








	10.	Miscellaneous. 

 (a) No award under this Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a
spouse or former spouse, or for any other relative of a Participant prior to actually being received by the Participant or his/her designated beneficiary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge encumber, charge, or
otherwise dispose of any right to such award shall be void. 
 (b) Neither the adoption of the Plan, the determination of eligibility to
participate in the Plan, nor the granting of an award under the Plan shall confer upon any Participant any right to continue in the employ of the Bank or any of its affiliates or to interfere in any way with the right of the Bank or the affiliate to
terminate such employment at any time. 
 (c) The Bank shall have the right to withhold the amount of any tax attributable to amounts
payable or benefits distributable under the Plan. 
 (d) The Plan and all determinations under the Plan shall be governed by and construed
in accordance with the laws of the State of New Jersey. 
 (e) Nothing in this Plan shall be construed as limiting the authority of the
Committee, the Board of Directors, the Bank or any affiliate of the Bank to establish any other compensation plan, or as in any way limiting its or their authority to pay bonuses or supplemental compensation to any persons employed by the Bank or
any affiliate of the Bank, whether or not such person is a Participant in this Plan and regardless of how the amount of such compensation or bonuses is determined. 

(f) A Participant may elect to defer payment of his/her cash award under the Plan if deferral of an award under the Plan is permitted pursuant
to the terms of a deferred compensation program of the Bank existing at the time the election to defer is permitted to be made, and the Participant complies with the terms of such program. 

(g) It is intended that all cash awards made under the Plan shall constitute short-term deferrals for purposes of the regulations issued under
Internal Revenue Code Section 409A and that all provisions of this Plan shall be interpreted in all events in a manner consistent with such intent, to the extent Section 409A could apply. 

(h) Any payment under this Plan is subject to recovery (clawback) by any governmental agency or by the Committee if it is based on materially
inaccurate statements of earnings, revenues or gains, or any performance criteria/metric or other criteria or metric that is found by any governmental agency or the Committee to be materially inaccurate or to have encouraged unnecessary and/or
excessive risk taking or to have resulted in overpayment of awards. Within the past three years. The participant is responsible for repayment of awards, and the Bank can recover amounts due through withholding from salary and future incentive
awards. 







 Appendix A 

2015 Performance Incentive Plan Participants 

Paul Aguggia 
 Christine Piano 

Stephen Hoogerhyde 
 Bart D’Ambra 

Trisha Hrotko 
 Tracy Tripucka 

Linda Fisher 
 Theodore Munley 

Bernadette McDonald 
 Xika (Nancy) Na