ex10-5.htm


    
      

    

    Exhibit
      10.5

     

    
      EMPLOYMENT
        AGREEMENT

       

      This
        Agreement is made effective as of the 1st day of January 2008, by and between
        Brooklyn Federal Savings Bank (the “Bank”), a federally chartered stock savings
        bank, with its principal administrative office at 81 Court Street, Brooklyn,
        New
        York 11201, Brooklyn Federal Bancorp, Inc. (the “Company”), a federal mid-tier
        stock holding company, with its principal administrative office at 81 Court
        Street, Brooklyn, New York 11201, and Ralph Walther (“Executive”).

       

      WHEREAS,
        Executive has been
        employed as the Vice President and Controller of the Bank since 2005, and
        was
        appointed Vice President and Chief Financial Officer of the Bank and Vice
        President and Chief Financial Officer of the Company effective as of January
        1,
        2008; and

       

      WHEREAS,
        Section 409A of the
        Internal Revenue Code of 1986, as amended (the “Code”) provides that certain
        severance payments and other benefits to Executive hereunder must comply
        with
        its terms and the Treasury regulations promulgated thereunder (the “Treasury
        Regulations”), or subject the Executive to additional taxes and penalties;
        and

       

      WHEREAS,
        the Bank and the
        Company desire to assure the continued services of Executive pursuant to
        the
        terms of this Agreement.

       

      NOW,
        THEREFORE, in
        consideration of the mutual covenants herein contained, and upon the other
        terms
        and conditions hereinafter provided, the parties hereby agree as follows:

       

      
        	
                1.  

              	
                POSITION
                  AND RESPONSIBILITIES

              


      

       

      During
        the period of his employment hereunder, Executive agrees to serve as Vice
        President and Chief Financial Officer of the Bank and Vice President and
        Chief
        Financial Officer of the Company.  During said period, Executive also
        agrees to serve, if elected, as an officer and director of any subsidiary
        or
        affiliate of the Bank or the Company.

       

      
        	
                2.  

              	
                TERMS
                  AND DUTIES

              


      

       

      (a) The
        term
        of this Agreement and the period of Executive’s employment hereunder shall begin
        as of the date first above written and shall continue for twenty-four (24)
        full
        calendar months thereafter.  Commencing on January 1, 2009 and
        continuing on January 1st
        of each
        year thereafter (the “Anniversary Date”), this Agreement shall renew for an
        additional year such that the remaining term shall be two (2) years unless
        written notice of non-renewal (“Non-Renewal Notice”) is provided to Executive at
        least thirty (30) days and not more than sixty (60) days prior to any such
        Anniversary Date, that this Agreement shall terminate at the end of twenty-four
        (24) months following such Anniversary Date.  Prior to each notice
        period for non-renewal, the disinterested members of the Board of Directors
        of
        the Bank (“Board”) will conduct a comprehensive performance evaluation and
        review of Executive for purposes of determining whether to extend the Agreement,
        and the results thereof shall be included in the minutes of the Board’s
        meeting.

       

      (b) 
        During
        the period of his employment hereunder, except for periods of absence occasioned
        by illness, reasonable vacation periods, and reasonable leaves of absence,
        Executive shall faithfully perform his duties hereunder including activities
        and
        services related to the organization, operation and management of the
        Bank.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                3.  

              	
                COMPENSATION
                  AND REIMBURSEMENT

              


      

       

      (a) 
        The
        compensation specified under this Agreement shall constitute the salary and
        benefits paid for the duties described in Section 2(b).  The
        Bank shall pay Executive as compensation a salary of not less than $150,000
        per
        year (“Base Salary”).  Such Base Salary shall be payable
        bi-weekly.  During the period of this Agreement, Executive’s Base
        Salary shall be reviewed at least annually.  The first such salary
        review will be made no later than December 15 of each year during the term
        of
        this Agreement and any increase in Base Salary shall be effective from the
        Anniversary Date immediately following such review through the end of the
        calendar year.  Such review shall be conducted by a Committee
        designated by the Board, and the Board may increase, but not decrease,
        Executive’s Base Salary (any increase in Base Salary shall become the “Base
        Salary” for purposes of this Agreement).  In addition to the Base
        Salary provided in this Section 3(a),
        the Bank shall
        provide Executive at no cost to Executive with all such other benefits as
        are
        provided uniformly to permanent full-time employees of the Bank.

       

      (b) 
        The Bank
        will provide Executive with employee benefit plans, arrangements and perquisites
        substantially equivalent to those in which Executive was participating or
        otherwise deriving benefit from immediately prior to the beginning of the
        term
        of this Agreement, and the Bank will not, without Executive’s prior written
        consent, make any changes in such plans, arrangements or perquisites which
        would
        adversely affect Executive’s rights or benefits thereunder.  Without
        limiting the generality of the foregoing provisions of this Section 3(b),
        Executive will be
        entitled to participate in or receive benefits under any employee benefit
        plans
        including but not limited to, retirement plans, supplemental retirement plans,
        pension plans, profit-sharing plans, health-and-accident plans, medical coverage
        or any other employee benefit plan or arrangement made available by the Bank
        in
        the future to its senior executives and key management employees, subject
        to and
        on a basis consistent with the terms, conditions and overall administration
        of
        such plans and arrangements.  Executive will be entitled to incentive
        compensation and bonuses as provided in any plan of the Bank in which Executive
        is eligible to participate (and he shall be entitled to a pro rata distribution
        under any incentive compensation or bonus plan as to any year in which a
        termination of employment occurs, other than Termination for
        Cause).  Nothing paid to Executive under any such plan or arrangement
        will be deemed to be in lieu of other compensation to which Executive is
        entitled under this Agreement.

       

      (c) In
        addition to the Base Salary provided for by Paragraph (a)
        of this Section 3,
        the Bank shall pay or reimburse Executive for all reasonable travel and other
        reasonable expenses incurred by Executive in performing his obligations under
        this Agreement and may provide such additional compensation in such form
        and
        such amounts as the Board may from time to time determine.

       

      
        	
                4.  

              	
                OUTSIDE
                  ACTIVITIES

              


      

       

      Executive
        may serve as a member of the board of directors of business, community and
        charitable organizations subject to the approval of the Board, provided that
        in
        each case such service shall not materially interfere with the performance
        of
        his duties under this Agreement or present any conflict of
        interest.  Such service to and participation in outside organizations
        shall be presumed for these purposes to be for the benefit of the Bank, and
        the
        Bank shall reimburse Executive his reasonable expenses associated
        therewith.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                5.  

              	
                WORKING
                  FACILITIES AND EXPENSES

              


      

       

      Executive’s
        principal place of employment shall be at the Bank’s principal executive
        offices.  The Bank shall provide Executive, at his principal place of
        employment, with a private office, stenographic services and other support
        services and facilities suitable to his position with the Bank and necessary
        or
        appropriate in connection with the performance of his duties under this
        Agreement.  During the term of this Agreement, the Bank shall provide
        Executive with an automobile allowance in the amount of Five Hundred Dollars
        ($500.00) per month as reimbursement to the Executive of the business use
        of his
        personal automobile.  The Bank shall reimburse Executive for his
        ordinary and necessary business expenses incurred in connection with the
        performance of his duties under this Agreement, including, without limitation,
        fees for memberships in such clubs and organizations that Executive and the
        Board mutually agree are necessary and appropriate to further the business
        of
        the Bank, and travel and reasonable entertainment
        expenses.  Reimbursement of such expenses shall be made upon
        presentation to the Bank of an itemized account of the expenses in such form
        as
        the Bank may reasonably require.

       

      
        	
                6.  

              	
                PAYMENTS
                  TO EXECUTIVE UPON AN EVENT OF
                  TERMINATION

              


      

       

      (a) 
        The
        provisions of this Section 6
        shall apply upon the occurrence of an Event of Termination (as herein defined)
        during Executive’s term of employment under this Agreement.  As used
        in this Agreement, an “Event of Termination” shall mean and include any one or
        more of the following:

       

      
        	
                (i)          
                   

              	
                the
                  involuntary termination by the Bank or the Company of Executive’s
                  full-time employment hereunder for any reason other than (A) Disability
                  or
                  Retirement, as defined in Section 7
                  below, or (B) Termination for Cause as defined in Section 8
                  hereof, provided that such termination of employment constitutes
                  a
                  “Separation from Service” within the meaning of Section 6(e) hereof;
                  or

              


      

       

      
        	
                (ii)        
                    

              	
                Executive’s
                  resignation from the Bank’s employ, upon
                  any

              


      

       

      
        	
                (A)         

              	
                failure
                  to elect or reelect or to appoint or reappoint Executive as Vice
                  President
                  and Chief Financial Officer,

              


      

       

      
        	
                (B)          

              	
                material
                  change in Executive’s function, duties, or responsibilities, which change
                  would cause Executive’s position to become one of lesser responsibility,
                  importance, or scope from the position and attributes thereof described
                  in
                  Section 1,
                  above,

              


      

       

      
        	
                (C)        
                   

              	
                liquidation
                  or dissolution of the Bank or Company other than liquidations or
                  dissolutions that are caused by reorganizations that do not affect
                  the
                  status of Executive,

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                (D)        
                   

              	
                reduction
                  in Executive’s annual compensation or benefits or relocation of
                  Executive’s principal place of employment by more than 25 miles from its
                  location as of the date of this Agreement,
                  or

              


      

       

      
        	
                (E)        
                   

              	
                material
                  breach of this Agreement by the Bank or the
                  Company.

              


      

       

      Upon
        the
        occurrence of any event described in clauses (ii) (A), (B), (C), (D) or
        (E), above, Executive shall have the right to elect to terminate his employment
        under this Agreement by resignation upon sixty (60) days prior written notice
        given within a reasonable period of time not to exceed ninety (90) days after
        the initial event giving rise to said right to elect.  The Bank shall
        have thirty (30) days to cure the conditions giving rise to the Event of
        Termination, provided that the Bank may elect to waive such 30 day
        period.  Notwithstanding the preceding sentence, in the event of a
        continuing breach of this Agreement by the Bank, Executive, after giving
        due
        notice within the prescribed time frame of an initial event specified above,
        shall not waive any of his rights solely under this Agreement and this
        Section 6
        by virtue of the fact that Executive has submitted his resignation but has
        remained in the employment of the Bank and is engaged in good faith discussions
        to resolve any occurrence of an event described in clauses (A), (B), (C),
        (D) or
        (E) above.

       

      
        	
                (iii)       
                    

              	
                (A) Executive’s
                  involuntary termination by the Bank or the Company on the effective
                  date
                  of, or at any time following, a Change in Control, or (B) Executive’s
                  resignation from employment with the Bank or the Company following
                  a
                  Change in Control as a result of the Bank’s or the Company’s (or any
                  successor thereto) failure to renew or extend this Agreement, or
                  (C) Executive’s resignation from employment with the Bank or the
                  Company (or any successor thereto) following a Change in Control
                  as a
                  result of any event described in Section 6(a)(ii)(A),
                  (B), (C),
                  (D) or (E) above.  For these purposes, a Change in Control of
                  the Bank or the Company shall mean a change in control of a nature
                  that:
                  (i) would be required to be reported in response to Item 5.01 of
                  the
                  current report on Form 8-K, as in effect on the date hereof, pursuant
                  to
                  Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
                  “Exchange Act”); or (ii) results in a Change in Control of the Bank or the
                  Company within the meaning of the Home Owners’ Loan Act, as amended, and
                  applicable rules and regulations promulgated thereunder (collectively,
                  the
                  “HOLA”) as in effect at the time of the Change in Control; or (iii)
                  without limitation such a Change in Control shall be deemed to
                  have
                  occurred at such time as (a) any “person” (as the term is used in Sections
                  13(d) and 14(d) of the Exchange Act) 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 25% or more of the combined
                  voting power of Company’s outstanding securities, except for any
                  securities purchased by the Bank’s employee stock ownership plan or trust;
                  or (b) individuals who constitute the Board on the date hereof (the
                  “Incumbent Board”) cease for any reason to constitute at least a majority
                  thereof, provided
                  that any person becoming a director subsequent to the date hereof
                  whose
                  election was approved by a vote of at least three-quarters of the
                  directors comprising the Incumbent Board, or whose nomination for
                  election
                  by the Company’s stockholders was approved by the same Nominating
                  Committee serving under an Incumbent Board, shall be, for purposes
                  of this
                  clause (b), considered as though he were a member of the Incumbent
                  Board; or (c) a plan of reorganization, merger, consolidation,
                  sale of all
                  or substantially all the assets of the Bank or the Company or similar
                  transaction in which the Bank or Company is not the surviving institution
                  occurs or is effected; or (d) a tender offer is made for 25% or more
                  of the voting securities of the Company and the shareholders owning
                  beneficially or of record 25% or more of the outstanding 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.  Notwithstanding anything in this subsection to the
                  contrary, a Change in Control shall not be deemed to have occurred
                  upon
                  the conversion of the Company’s mutual holding company parent to stock
                  form, or in connection with any reorganization used to effect such
                  a
                  conversion.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (b) 
        Upon the
        occurrence of an Event of Termination, on the Date of Termination, as defined
        in
        Section 9(b), the Bank shall pay Executive, or, in the event of his subsequent
        death, his beneficiary or beneficiaries, or his estate, as the case may be,
        as
        severance pay or liquidated damages, or both, a sum equal to two (2) times
        the
        sum of (i) Base Salary and (ii) the highest rate of bonus awarded to
        Executive during the prior three years.  

       

      (c) Upon
        the
        occurrence of an Event of Termination, the Bank will cause to be continued
        life,
        and non-taxable medical, dental and disability coverage substantially identical
        to the coverage maintained by the Bank for Executive prior to his
        termination.  Such coverage shall continue for twenty-four (24) months
        from the Date of Termination.

       

      (d) 
        Upon the
        occurrence of an Event of Termination, on the Date of Termination, as defined
        in
        Section 9(b), the Bank shall pay Executive a lump sum payment in an amount
        equal
        to the present value of the Bank’s contributions that would have been made on
        his behalf under each of the Bank’s (i) 401(k) Plan, (ii) money purchase
        pension plan, and (iii) employee stock ownership plan (and any other defined
        contribution plan maintained by the Bank) as if Executive had continued working
        for the Bank for a twenty-four (24) month period following his termination
        earning the Base Salary that would have been achieved during the remaining
        unexpired term of this Agreement (assuming, if a Change in Control has occurred,
        that the annual Base Salary increases under Section 3(a)
        would apply and, additionally, that such payment would continue for the
        remaining unexpired term of this Agreement) and making the maximum amount
        of
        employee contributions permitted, if any, under such plan or plans, where
        such
        present values are to be determined using a discount rate of 6%.

       

      (e) For
        purposes of this Agreement, a “Separation from Service” shall have occurred if
        the Bank and Executive reasonably anticipate that no further services will
        be
        performed by the Executive after the date of the Event of Termination (whether
        as an employee or as an independent contractor) or the level of further services
        performed will not exceed 49% of the average level of bona fide services
        in the
        36 months immediately preceding the Event of Termination.  For all
        purposes hereunder, the definition of “Separation from Service” shall be
        interpreted consistent with Treasury Regulation Section
        1.409A-1(h)(ii).  If Executive is a Specified Employee, as defined in
        Code Section 409A and any payment to be made under subparagraph (b) or (d)
        of
        this Section 6 shall be determined to be subject to Code Section 409A, then
        if
        required by Code Section 409A, such payment or a portion of such payment
        (to the
        minimum extent possible) shall be delayed and shall be paid on the first
        day of
        the seventh month following Executive’s Separation from Service.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (f) Notwithstanding
        the preceding paragraphs of this Section, in the event that the aggregate
        payments or benefits to be made or afforded to Executive under said paragraphs
        (the “Termination Benefits”) would be deemed to include an “excess parachute
        payment” under Section 280G of the Code or any successor thereto, then such
        Termination Benefits will be reduced to an amount (the “Non-Triggering Amount”),
        the value of which is one dollar ($1.00) less than an amount equal to the
        total
        amount of payments permissible under Section 280G of the Code or any successor
        thereto.

       

      
        	
                7.  

              	
                TERMINATION
                  UPON RETIREMENT, DISABILITY OR
                  DEATH

              


      

       

      For
        purposes of this Agreement, termination by the Bank of Executive’s employment
        based on “Retirement” shall mean termination of Executive’s employment by the
        Board of the Bank and the Board of Directors of the Company upon Executive’s
        attainment of age 65, or such later date as determined by the Board of Directors
        of the Bank.  Upon termination of Executive’s employment because of
        Retirement, Executive shall be entitled to all benefits under any retirement
        plan of the Bank and other plans to which Executive is a party, but Executive
        shall not be entitled to the Termination Benefits specified in Section 6(b)
        through 6(d)
        hereof.

       

      Termination
        of Executive’s employment based on “Disability” shall be construed to comply
        with Code Section 409A and shall be deemed to have occurred if: (i) Executive
        is
        unable to engage in any substantial gainful activity by reason of any medically
        determinable physical or mental impairment that can be expected to result
        in
        death, or last for a continuous period of not less than 12 months; (ii) by
        reason of any medically determinable physical or mental impairment that can
        be
        expected to result in death, or last for a continuous period of not less
        than 12
        months, Executive is receiving income replacement benefits for a period of
        not
        less than three months under an accident and health plan covering employees
        of
        the Bank or the Company; or (iii) Executive is determined to be totally disabled
        by the Social Security Administration.  In the event of Executive’s
        Disability, the Bank shall continue to be obligated to pay Executive his
        Base
        Salary for the remaining term of the Agreement, or one year, whichever is
        the
        longer period of time, and provided further that any amounts actually paid
        to
        Executive pursuant to any disability insurance or other similar such program
        which the Bank has provided or may provide on behalf of its employees or
        pursuant to any workman’s or social security disability program shall reduce the
        compensation to be paid to Executive pursuant to this
        paragraph.  Disability payments hereunder shall commence within thirty
        (30) days of the Disability determination.

       

      In
        the
        event of Executive’s death during the term of the Agreement, his estate, legal
        representatives or named beneficiaries (as directed by Executive in writing)
        shall be paid Executive’s Base Salary as defined in Paragraph 3(a)
        at the rate in effect at the time Executive’s death for a period of one (1) year
        from the date of Executive’s death, and the Bank will continue to provide
        medical, dental, family and other benefits normally provided to Executive’s
        family for one (1) year after Executive’s death.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                8.  

              	
                TERMINATION
                  FOR CAUSE

              


      

       

      The
        term
“Termination for Cause” shall mean termination because of Executive’s personal
        dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
        involving personal profit, intentional failure to perform stated duties,
        willful
        violation of any law, rule, or regulation (other than minor traffic violations
        or similar offenses) or final cease-and-desist order, or material breach
        of any
        provision of this Agreement.  In determining incompetence, the acts or
        omissions shall be measured against standards generally prevailing in the
        savings institutions industry.  Executive shall not have the right to
        receive compensation or other benefits for any period after Termination for
        Cause.  Any stock options granted to Executive under any stock option
        plan of the Bank, the Company or any subsidiary or affiliate thereof, shall
        become null and void effective upon Executive’s receipt of Notice of Termination
        for Cause pursuant to Section 9
        hereof, and shall not be exercisable by Executive at any time subsequent
        to such
        Termination for Cause.  Any unvested stock awards granted to Executive
        under any stock incentive plan of the Bank or the Company shall be
        forfeited.

       

      
        	
                9.  

              	
                NOTICE

              


      

       

      (a) Any
        termination by the Bank or by Executive shall be communicated by Notice of
        Termination to the other party hereto.  For purposes of this
        Agreement, a “Notice of Termination” shall mean a written notice which shall
        indicate the specific termination provision in this Agreement relied upon
        and
        shall set forth in reasonable detail the facts and circumstances claimed
        to
        provide a basis for termination of Executive’s employment under the provision so
        indicated.

       

      (b) “Date
        of
        Termination” shall mean (A) if Executive’s employment is terminated for
        Disability, thirty (30) days after a Notice of Termination is given (provided
        that he shall not have returned to the performance of his duties on a full-time
        basis during such thirty (30) day period), and (B) if his employment is
        terminated for any other reason, the date specified in the Notice of
        Termination.

       

      (c) If
        the
        party receiving a Notice of Termination desires to dispute or contest the
        basis
        or reasons for termination, the party receiving the Notice of Termination
        must
        notify the other party within thirty (30) days after receiving the Notice
        of
        Termination that such a dispute exists, and shall pursue the resolution of
        such
        dispute in good faith and with reasonable diligence pursuant to Section 20
        of this Agreement.  During the pendency of any such dispute, neither
        the Company nor the Bank shall be obligated to pay Executive compensation
        or
        other payments beyond the Date of Termination.  Any amounts paid to
        Executive upon resolution of such dispute under this Section shall be offset
        against or reduce any other amounts due under this Agreement.

       

      
        	
                10.  

              	
                POST-TERMINATION
                  OBLIGATIONS

              


      

       

      (a) All
        payments and benefits to Executive under this Agreement shall be subject
        to
        Executive’s compliance with paragraph (b) of this Section during the term of
        this Agreement and for one (1) full year after the expiration or termination
        hereof.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      (b) Executive
        shall, upon reasonable notice, furnish such information and assistance to
        the
        Bank as may reasonably be required by the Bank in connection with any litigation
        in which it or any of its subsidiaries or affiliates is, or may become, a
        party.

       

      
        	
                11.  

              	
                NON-COMPETITION
                  AND NON-SOLICITATION OBLIGATIONS

              


      

       

      (a) 
        Upon any
        termination of Executive’s employment hereunder as a result of which the Bank is
        paying Executive benefits under Section 6
        of this Agreement, other than a termination in connection with a Change in
        Control, Executive agrees not to compete with the Bank and/or the Company
        for a
        period of one (1) year following such termination within twenty-five (25)
        miles of any existing branch of the Bank or any subsidiary of the Company
        or
        within twenty-five (25) miles of any office for which the Bank, the Company
        or a
        Bank subsidiary of the Company has filed an application for
        regulatory  approval to establish an office, determined as of the
        effective date of such termination, except as agreed to pursuant to a resolution
        duly adopted by the Board.  Executive agrees that during such period
        and within said area, cities, towns and counties, Executive shall not work
        for
        or advise, consult or otherwise serve with, directly or indirectly, any entity
        whose business materially competes with the depository, lending or other
        business activities of the Bank and/or the Company.  The parties
        hereto, recognizing that irreparable injury will result to the Bank and/or
        the
        Company, its business and property in the event of Executive’s breach of this
        Subsection 11(a)
        agree that in the
        event of any such breach by Executive, the Bank and/or the Company will be
        entitled, in addition to any other remedies and damages available, to an
        injunction to restrain the violation hereof by Executive, Executive’s partners,
        agents, servants, employers, employees and all persons acting for or with
        Executive.  Executive represents and admits that Executive’s
        experience and capabilities are such that Executive can obtain employment
        in a
        business engaged in other lines and/or of a different nature than the Bank
        and/or the Company, and that the enforcement of a remedy by way of injunction
        will not prevent Executive from earning a livelihood.  Nothing herein
        will be construed as prohibiting the Bank and/or the Company from pursuing
        any
        other remedies available to the Bank and/or the Company for such breach or
        threatened breach, including the recovery of damages from
        Executive.

       

      (b) Upon
        any
        termination of Executive’s employment hereunder as a result of which the Bank is
        paying Executive benefits under Section 6
        of this Agreement, other than a termination in connection with a Change in
        Control, Executive hereby covenants and agrees that, for a period of one
        (1)
        year following his termination of employment with the Bank, he shall not,
        without the written consent of the Bank, either directly or
        indirectly:

       

      (i)           
        solicit, offer employment to, or take any other action intended (or that
        a
        reasonable person acting in like circumstances would expect) to have the
        effect
        of causing any officer or employee of the Bank or the Company, or any of
        their
        respective subsidiaries or affiliates, to terminate his employment and accept
        employment or become affiliated with, or provide services for compensation
        in
        any capacity whatsoever to, any business whatsoever that competes with the
        business of the Bank or the Company, or any of their direct or indirect
        subsidiaries or affiliates or has headquarters or offices within twenty-five
        (25) miles of the locations in which the Bank or the Company has business
        operations or has filed an application for regulatory approval to establish
        an
        office; or

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      (ii)           
        solicit, provide any information, advice or recommendation or take any other
        action intended (or that a reasonable person acting in like circumstances
        would
        expect) to have the effect of causing any customer of the Bank to terminate
        an
        existing business or commercial relationship with the Bank.

       

      (c) Executive
        recognizes and acknowledges that the knowledge of the business activities
        and
        plans for business activities of the Bank and affiliates thereof, as it may
        exist from time to time, is a valuable, special and unique asset of the business
        of the Bank.  Executive will not, during or after the term of his
        employment, disclose any knowledge of the past, present, planned or considered
        business activities of the Bank or affiliates thereof to any person, firm,
        corporation, or other entity for any reason or purpose whatsoever (except
        for
        such disclosure as may be required to be provided to any federal banking
        agency
        with jurisdiction over the Bank or Executive).  Notwithstanding the
        foregoing, Executive may disclose any knowledge of banking, financial and/or
        economic principles, concepts or ideas which are not solely and exclusively
        derived from the business plans and activities of the Bank, and Executive
        may
        disclose any information regarding the Bank or the Company which is otherwise
        publicly available.  In the event of a breach or threatened breach by
        Executive of the provisions of this Section, the Bank will be entitled to
        an
        injunction restraining Executive from disclosing, in whole or in part, the
        knowledge of the past, present, planned or considered business activities
        of the
        Bank or affiliates thereof, or from rendering any services to any person,
        firm,
        corporation, other entity to whom such knowledge, in whole or in part, has
        been
        disclosed or is threatened to be disclosed.  Nothing herein will be
        construed as prohibiting the Bank from pursuing any other remedies available
        to
        the Bank for such breach or threatened breach, including the recovery of
        damages
        from Executive.

       

      
        	
                12.  

              	
                SOURCE
                  OF PAYMENTS

              


      

       

      (a) All
        payments provided in this Agreement shall be timely paid in cash or check
        from
        the general funds of the Bank.  The Company, however, guarantees
        payment and provision of all amounts and benefits due hereunder to Executive
        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.

       

      (b) 
        Notwithstanding any provision herein to the contrary, to the extent that
        payments and benefits, as provided by this Agreement, are paid to or received
        by
        Executive under an employment agreement with the Company, if any, such payments
        and benefits paid by the Company will be subtracted from any amounts due
        simultaneously to Executive under similar provisions of this Agreement. Payments
        pursuant to this Agreement and a Company employment agreement, if any, shall
        be
        allocated in proportion to the level of activity and the time expended on
        such
        activities by Executive as determined by the Company and the Bank on a quarterly
        basis.

       

      
        	
                13.  

              	
                EFFECT
                  ON EMPLOYEE BENEFITS PLANS OR
                  PROGRAMS

              


      

       

      The
        Bank’s or the Company’s Board of Directors may terminate Executive’s employment
        at any time, but any termination of Executive’s employment by the Board of
        Directors, other than a Termination for Cause, shall not prejudice Executive’s
        right to compensation or other benefits under this
        Agreement.  Executive shall have no right to receive any compensation
        or other benefits for any period after Termination for Cause as defined in
        Section 8 hereinabove.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                14.  

              	
                REQUIRED
                  REGULATORY PROVISIONS

              


      

       

      (a) If
        Executive is suspended from office and/or temporarily prohibited from
        participating in the conduct of the Bank’s affairs by a notice served under
        Section 8(e)(3) (12 U.S.C. § 1818(e)(3)) or 8(g)(1) (12 U.S.C.
§ 1818(g)(1)) of the Federal Deposit Insurance Act (“FDIA”), the Bank’s
        obligations under this Agreement shall be suspended as of the date of service,
        unless stayed by appropriate proceedings.  If the charges in the
        notice are dismissed, the Bank may in its discretion (i) pay Executive all
        or
        part of the compensation withheld while its contract obligations were suspended
        and (ii) reinstate (in whole or in part) any of its obligations which were
        suspended.

       

      (b) If
        Executive is removed and/or permanently prohibited from participating in
        the
        conduct of the Bank’s affairs by an order issued under Section 8(e)(4) (12
        U.S.C. § 1818(e)(4)) or 8(g)(1) (12 U.S.C. § 1818(g)(1)) of FDIA, all
        obligations of the Bank under this Agreement shall terminate as of the effective
        date of the order, but vested rights of the contracting parties shall not
        be
        affected.

       

      (c) If
        the
        Bank is in default as defined in Section 3(x)(1) (12 U.S.C. § 1813(x)(1))
        of FDIA, all obligations under this Agreement shall terminate as of the date
        of
        default, but this paragraph shall not affect any vested rights of the
        contracting parties.

       

      (d) All
        obligations under this Agreement shall be terminated, except to the extent
        determined that continuation of this Agreement is necessary for the continued
        operation of the Bank, (i) by the Director of OTS or his or her designee,
        at the
        time the FDIC enters into an agreement to provide assistance to or on behalf
        of
        the Bank under the authority contained in Section 13(c) (12 U.S.C.
§ 1823(c)) of FDIA; or (ii) by the Director of OTS or his or her
        designee at the time the Director of OTS or his or her designee approves
        a
        supervisory merger to resolve problems related to operations of the Bank
        or when
        the Bank is determined by the Director of OTS or his or her designee to be
        in an
        unsafe or unsound condition.  Any rights of the parties that have
        already vested, however, shall not be affected by such action.

       

      (e) Notwithstanding
        anything herein contained to the contrary, any payments to Executive by the
        Company, whether pursuant to this Agreement or otherwise, are subject to
        and
        conditioned upon their compliance with Section 18(k) of FDIA, 12 U.S.C.
        Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R.
        Part 359.

       

      
        	
                15.  

              	
                NO
                  ATTACHMENT

              


      

       

      (a) Except
        as
        required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to affect any such action shall be null, void, and of no
        effect.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (b) This
        Agreement shall be binding upon, and inure to the benefit of, Executive,
        the
        Bank and the Company and their respective successors and assigns.

       

      
        	
                16.  

              	
                ENTIRE
                  AGREEMENT; MODIFICATION AND WAIVER

              


      

       

      (a) This
        instrument contains the entire agreement of the parties relating to the subject
        matter hereof, and supersedes in its entirety any and all prior agreements,
        understandings or representations relating to the subject matter hereof,
        except
        that the parties acknowledge that this Agreement shall not affect any of
        the
        rights and obligations of the parties  under any agreement or plan
        entered into with or by the Company pursuant to which the Executive may receive
        compensation or benefits except as set forth in Section 12(b)
        hereof.  No modifications of this Agreement shall be valid unless made
        in writing and signed by the parties hereto.

       

      (b) This
        Agreement may not be modified or amended except by an instrument in writing
        signed by the parties hereto.

       

      (c) No
        term
        or condition of this Agreement shall be deemed to have been waived, nor shall
        there be any estoppel against the enforcement of any provision of this
        Agreement, except by written instrument of the party charged with such waiver
        or
        estoppel.  No such written waiver shall be deemed a continuing waiver
        unless specifically stated therein, and each such waiver shall operate only
        as
        to the specific term or condition waived and shall not constitute a waiver
        of
        such term or condition for the future as to any act other than that specifically
        waived.

       

      
        	
                17.  

              	
                SEVERABILITY

              


      

       

      If,
        for
        any reason, any provision of this Agreement, or any part of any provision,
        is
        held invalid, such invalidity shall not affect any other provision of this
        Agreement or any part of such provision not held so invalid, and each such
        other
        provision and part thereof shall to the full extent consistent with law continue
        in full force and effect.

       

      
        	
                18.  

              	
                HEADINGS
                  FOR REFERENCE ONLY

              


      

       

      The
        headings of sections and paragraphs herein are included solely for convenience
        of reference and shall not control the meaning or interpretation of any of
        the
        provisions of this Agreement.

       

      
        	
                19.  

              	
                GOVERNING
                  LAW

              


      

       

      This
        Agreement shall be governed by the laws of the State of New York but only
        to the
        extent not superseded by federal law.

       

      
        	
                20.  

              	
                ARBITRATION

              


      

       

      Any
        dispute or controversy arising under or in connection with this Agreement
        shall
        be settled exclusively by arbitration, conducted before a panel of three
        arbitrators, one of whom shall be selected by the Bank, one of whom shall
        be
        selected by Executive and the third of whom shall be selected by the other
        two
        arbitrators.  The panel shall sit in a location within fifty (50)
        miles from the location of the Bank, in accordance with the rules of the
        Judicial Mediation and Arbitration Systems (JAMS) then in
        effect.  Judgment may be entered on the arbitrators award in any court
        having jurisdiction; provided, however, that Executive shall be entitled
        to seek
        specific performance of his right to be paid until the Date of Termination
        during the pendency of any dispute or controversy arising under or in connection
        with this Agreement.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	
                21.  

              	
                PAYMENT
                  OF LEGAL FEES

              


      

       

      All
        reasonable legal fees paid or incurred by Executive pursuant to any dispute
        or
        question of interpretation relating to this Agreement shall be paid or
        reimbursed by the Bank, provided that the dispute or interpretation has been
        settled by Executive and the Bank or resolved in Executive’s
        favor.  To the extent necessary to avoid taxes and penalties under
        Code Section 409A, such payment or reimbursement shall be made within two
        and
        one-half months following the resolution of any such dispute.

       

      
        	
                22.  

              	
                INDEMNIFICATION

              


      

       

      During
        the term of this Agreement and for a period of four (4) years thereafter,
        the Bank or the Company shall provide Executive (including his heirs, executors
        and administrators) with coverage under a standard directors and officers
        liability insurance policy at its expense.  Subject to 12 C.F.R.
§ 545.121, the Bank or the Company shall indemnify Executive (and his
        heirs, executors and administrators) to the fullest extent permitted under
        federal 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 Bank
        or
        the Company (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 cost of reasonable settlements (such settlements must be approved by
        the
        Board of Directors of the Bank or the Company).  If such action, suit
        or proceeding is brought against Executive in his capacity as an officer
        or
        director of the Bank, however, such indemnification shall not extend to matters
        as to which Executive is finally adjudged to be liable for willful misconduct
        in
        the performance of his duties.

       

      
        	
                23.  

              	
                SUCCESSORSAND
                  ASSIGNS

              


      

       

      The
        Bank
        and/or the Company shall require any successor or assignee, whether direct
        or
        indirect, by purchase, merger, consolidation or otherwise, to all or
        substantially all the business or assets of the Bank or the Company, expressly
        and unconditionally to assume and agree to perform the Bank’s and the Company’s
        obligations under this Agreement, in the same manner and to the same extent
        that
        the Bank and/or the Company would be required to perform if no such succession
        or assignment had taken place.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      SIGNATURES

      


      IN
        WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be
        executed and their seals to be affixed hereunto by their duly authorized
        officers, and Executive has signed this Agreement, on the day and date first
        above written.

       

      
        	
                ATTEST:

              	
                BROOKLYN
                  FEDERAL SAVINGS BANK

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                /s/

              	
                By:

              	
                /s/
                  John A.
                  Loconsolo

              	 
	
                Secretary

              	 	
                Name:
                  John A. Loconsolo

              	 
	 	 	
                Title:
                  Chairman

              	 
	 	 	 	 
	
                ATTEST:

              	
                BROOKLYN
                  FEDERAL BANCORP, INC.

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                /s/

              	
                By:

              	
                /s/
                  John A.
                  Loconsolo

              	 
	
                Secretary

              	 	
                Name:
                  John A. Loconsolo

              	 
	 	 	
                Title:
                  Chairman

              	 
	 	 	 	 
	
                WITNESS:

              	
                EXECUTIVE

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                /s/

              	
                By:

              	
                /s/
                  Ralph
                  Walther

              	 
	 	 	
                Name:
                  Ralph Walther

              	 
	 	 	
                Title:
                  Vice President and Chief Financial Officer

              	 


      

       

    

    13