Exhibit 10.1


 


SECOND AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


Second Amended and Restated Employment
Agreement (the "Employment Agreement") originally effective as of the 1st day of January, 2015, by and between Michael
P. Puorro an individual residing at 25 Davison Lane West, West Islip, New York 11795 (the "Employee") and HANOVER COMMUNITY
BANK, a New York state chartered commercial bank with its principal place of business located at 2131 Jericho Turnpike, Garden City
Park, N.Y. 11040 (the "Employer").


 


WHEREAS,
the Board of Directors of the Employer has determined that it is in the best interests of the Employer to enter into this Agreement with
Employee, and the Board has authorized the Employer to enter into this Agreement;


 


WHEREAS,
the Employee agrees to be employed pursuant to the terms and conditions of this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and covenants contained herein, and with the intent to be legally bound hereby, the parties
hereto hereby agree as follows:


 


1.       Employment.
The Employer agrees to employ the Employee, and the Employee hereby accepts such employment, upon the terms and conditions set forth
herein.


 


2.       Position
and Duties. The Employee shall be employed as the Chairman of the Board, President and Chief Executive Officer of the Employer, to
perform such services in that capacity as are usual and customary for comparable institutions and as shall from time-to-time be established
by the Board of Directors of the Employer. Employee agrees that he will devote his full business time and efforts to his duties hereunder.


 


3.       Compensation.
Employer shall pay to the Employee compensation for his services as follows:


 


(a)       Base
Salary. The Employee shall be entitled to receive during his service hereunder a minimum annual base salary (the "Base
Salary") of Three Hundred Sixty Four Thousand Three Hundred Seventy Five Dollars ($364,375), which shall be payable in
installments in accordance with Employer's usual payroll method. Annually commencing in 2015, the Board of Directors shall review
the Employee's performance, the status of Employer and such other factors as the Board of Directors or a committee thereof shall
deem appropriate and shall adjust the Base Salary accordingly, which shall not be less than the Base Salary then in effect, unless
any reduction in salary to less than the Base Salary then in effect is part of an overall reduction in compensation applicable to
all senior executive officers of the Employer.


 






     


     


    

 


(b)       Incentive
Plans. Employee shall be entitled to participate in any incentive plans established by Employer for executive officers of the Employer.


 


4.       Other
Benefits.


 


(a)       Automobile.
The Employee shall be entitled to a cash allowance in the amount of eight hundred ($800) dollars per month to be used for the purpose
of maintaining an automobile for use in the business of the Employer.


 


(b)       Insurance
Coverage and Employee Benefit Plans. The Employee shall be entitled to receive hospital, health, medical, and life insurance of a
type currently provided to and enjoyed by other senior officers of Employer, and shall be entitled to participate in any other employee
benefit, incentive or retirement plans offered by Employer to its employees generally or to its senior management.


 


(c)       Expenses.
The Employee shall be entitled to reimbursement for all proper business expenses incurred by him with respect to the business of the
Employer upon the provision of documentation evidencing such expenses in accordance with the Employer’s expense reimbursement policies
and in the same manner and to the same extent as such expenses are reimbursed to other officers of the Employer.


 


(d)       Vacation.
The Employee shall be entitled to vacations and other leave in accordance with the Employer’s policy for senior executives.


 


(e)       Reimbursement
of Life Insurance Premiums. Employee is currently the owner of that certain Life Insurance Policy #9026959-10 issued through the
AICPA (the “Policy”). Employer shall during the term hereof, on a semiannual basis, reimburse Employee for Employee’s
payment of the premiums under the Policy.


 


5.
        Term. The term of this Agreement shall commence on the date hereof (the
 “Effective Date”) and continue until the third anniversary of the Effective Date (as it may be extended hereunder, the
 “Term”); provided, however, that the Term shall be automatically extended for one additional one (1) year upon each
anniversary date of the Effective Date unless either the Board of Directors of the Employer, by a majority vote of the independent
members of the Board, or the Employee, elects by written notice to the other no less than ninety (90) days prior to any anniversary
of the Effective Date, not to so extend the Term, in which case the Term shall then end on the second anniversary of the date such
notice is given.


 


6.       Termination.
Employee may be terminated at any time, without prejudice to Employee's right to compensation or benefits as provided herein. Employee's
rights upon a termination shall be as follows:


 


(a)       Cause.
For purposes of this Agreement "Cause" with respect to the termination by Employer (as defined below) of Employee's employment
shall mean (i) willful and continued failure, for a period of at least thirty (30) calendar days, by the Employee to perform his duties
for Employer under this Agreement after at least one (1) warning in writing from the Chairman of the Compensation Committee if the Board
of Directors of the Employer, or such person or body to which such authority may be delegated, identifying specifically any such failure,
(ii) the willful engaging by the Employee in misconduct which causes material injury to Employer as specified in written notice to the
Employee from Chairman of the Compensation Committee if the Board of Directors of the Employer, or such person or body to which such
authority has been delegated; or (iii) conviction of or a plea of nolo contendere to a crime (other than a traffic violation) which is
either a felony or an indictable offense or Employee’s habitual drunkenness, drug abuse, or excessive absenteeism other than due
to Disability (as defined herein), after a warning (with respect to drunkenness or absenteeism only) in writing from Chairman of the
Compensation Committee if the Board of Directors of the Employer, or such person or body to which such authority has been delegated to
refrain from such behavior.


 


(b)       Termination
With Cause. Employer shall have the right to terminate the Employee for "cause". In the event of such termination, the
Employee shall only be entitled to salary and benefits accrued through the date of termination.


 


(c)       Termination
Without Cause. Upon a termination of Employee's employment hereunder without "cause", in recognition of such
termination and Employee’s agreement to be bound by the covenants contained in Sections 8, 9 and 10 hereof, Employee shall be
entitled to receive a lump sum severance payment equal to the sum of two times (i)his then current annual Base Salary, (ii) the
highest cash bonus payment paid to Employee over the past three years, (iii) the highest full grant date value of any equity award
granted over the past three years, and (iv) the annual total automobile allowance paid to Employee under Section 4(a) hereof. In
addition, Employer shall continue to provide the Employee with hospital, health, medical and life insurance, and any other like
benefits in effect at the time of such termination, on the terms and conditions under which they were offered to Employee prior to
such termination for a period of two years. In the event Employer, under its insurance and benefit plans then in effect, is unable
to provide Employee with the benefits provided for above under the terms provided for herein, then in lieu of providing such
benefits, Employer will pay the amount of Employee’s premium to continue such coverage pursuant to the terms of the
Comprehensive Omnibus Budget Reconciliation Act. The Employee shall have no duty to mitigate damages in connection with his
termination by Employer without "cause". However, if the Employee obtains new employment and such new employment provides
for hospital, health, medical and life insurance, and other benefits, in a manner substantially similar to the benefits payable by
Employer hereunder, Employer may permanently terminate the duplicative benefits it is obligated to provide hereunder. Following the
cessation of the continuation of Employee’s hospital, health, and medical insurance, Employee shall be permitted to elect to
extend such insurance coverage under the policies maintained by Employer in accordance with the applicable provisions of the Section
4980B of the Internal Revenue Code of 1986, as amended (“Code”), and/or applicable state law, to the extent eligible to
do so under the Code and such state law.


 






     


     


    

 


(d)        Death
or Disability. This Agreement shall automatically terminate upon the death or Disability of Employee. Upon such termination, Employee
shall not be entitled to any additional compensation hereunder, provided, however that the forgoing shall not prejudice Employee’s
right to be paid for all compensation earned through the date of such termination and the benefits of any insurance programs maintained
for the benefit of Employee or his beneficiaries in the event of his death or Disability. For purposes hereof, Disability shall be defined
to mean a disability under any long term disability plan of the Employer then in effect.


 


7.       Change
in Control.


 


(a)       Upon
the occurrence of a Change in Control (as herein defined), Employee shall be entitled to receive the payments provided for under paragraph
(c) hereof.


 


(b)       A
 "Change in Control" shall mean:


 


		(i)	a reorganization, merger, consolidation
                                            or sale of all or substantially all of the assets of the Company, or a similar transaction,
                                            in any case in which the holders of the voting stock of the Company prior to such transaction
                                            do not hold a majority of the voting power of the resulting entity; or



 


		(ii)	individuals who constitute the Incumbent
                                            Board (as herein defined) of the Company cease for any reason to constitute a majority thereof.



 


For these purposes,
 “Company” shall mean Hanover Bancorp, Inc., the parent corporation of the Employer, and "Incumbent Board" means
the Board of Directors of the Company as of July 1, 2019, provided that any person becoming a director subsequent to the date hereof
whose election was approved by a voting of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination
for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered
as though he were a member of the Incumbent Board.


 


(c)       In
the event the conditions of Section (a) above are satisfied, Employee shall be entitled to receive a lump sum payment equal to 2.99 times
the sum of (i)his then current annual Base Salary, (ii) the highest cash bonus payment paid to Employee over the past three years, (iii)
the highest full grant date value of any equity award granted over the past three years, and (iv) the annual total automobile allowance
paid to Employee under Section 4(a) hereof ; provided, however, that if any payments provided for hereunder, when combined with any other
payments due to the Employee contingent upon a Change in Control, constitute an “excess parachute payment” under Section 280G
of the Code, the total payments will be reduced such that no portion of such payments are subject to the excise tax under Section 4999
of the Code to the extent that, after all applicable taxes, the Employee retains more of the total payments after this reduction
than if the full amount were payable. Payments will be reduced in such manner as has the least economic effect on the Employee. In applying
these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Section
409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts
shall be reduced on a pro rata basis but not below zero. Unless the Employer and the Employee otherwise agree in writing, any determination
required under this Section 7(c) shall be made in writing by a nationally-recognized accounting firm selected by the Employee (the “Accountants”),
whose determination will be conclusive and binding upon the Employee and the Employer for all purposes. For purposes of making the calculations
required by this Section 7(c), the Accountants (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii)
may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall
take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final
regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any
agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant
applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 9 of this Agreement).
The Employer and the Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request
in order to make a determination under this provision. The Employer shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this provision.. In addition to the foregoing, Employee shall be entitled to receive from Employer,
or its successor, hospital, health, medical and life insurance on the terms and at the cost to Employee as Employee was receiving such
benefits upon the date of his termination. Employer's obligation to continue such insurance benefits will be for a period of three (3)
years from the effective date of the Change in Control. Any payment made hereunder shall be deemed to have satisfied Employer’s
obligations under this Agreement, and in no event shall Employee thereafter be entitled to receive any payment under Section 6(c) hereof.


 


8.       Release.
All payments and benefits provided for under Sections 6 and 7 hereof shall be contingent upon Employee executing a general release
of claims in favor of the Employer, its subsidiaries and affiliates, and their respective officers, directors, shareholders,
partners, members, managers, agents or employees, which release shall be provided to the Employee within five (5) business days
following the termination date of Employee’s employment, and which must be executed by the Employee and become effective
within thirty (30) days thereafter. Severance payments under Sections 6 or 7 that are contingent upon such release shall,
subject to Section 12(f), commence within ten (10) days after such release becomes effective; provided, however, that if the
date of Employee’s termination of employment occurs on or after November 15 of a calendar year, then severance payments shall,
subject to the effectiveness of such release and Section 12(f), commence on the first business day of the following calendar
year.


 






     


     


    

 


9.       Non
Solicitation


 


During the period
Employee is performing services for the Employer and for a period of one (1) year following the termination of the Employee's services
for the Employer for any reason, the Employee agrees that the Employee will not, directly or indirectly, for the Employee's benefit or
for the benefit of any other person, firm or entity, do any of the following:


 


		(i)	solicit or attempt to solicit from any
                                            customer that Employee serviced or learned of while in the employ of the Employer ("Customer"),
                                            or any potential customer of the Employer which has been the subject of a known written or
                                            oral bid, offer or proposal by the Employer, or of substantial preparation with a view to
                                            making such a bid, proposal or offer, within twelve months prior to such Employee's termination
                                            ("Potential Customer"), business of a similar nature or related to the business
                                            of the Employer;
	 	 	 
		(ii)	accept any business from, or perform
                                            any work or services for, any Customer or Potential Customer, which business, work or services
                                            is similar to the business of the Employer;
	 	 	 
		(iii)	cause or induce or attempt to cause
                                            or induce any Customer, Potential Customer, licensor, supplier or vendor of the Employer
                                            to reduce or sever its affiliation with the Employer;
	 	 	 
		(iv)	solicit the employment or services
                                            of, or hire or engage, or assist anyone else to hire or engage, any person who was known
                                            to be employed or engaged by or was a known employee of or consultant to the Employer upon
                                            the termination of the Employee's services to the Employer, or within twelve months prior
                                            thereto; or
	 	 	 
		(v)	otherwise interfere with the business
                                            or accounts of the Employer.



 


For purposes hereof, "solicitation"
shall include directly or indirectly initiating any contact or communication of any kind whatsoever for purposes of inviting, encouraging
or requesting such Customer, Potential Customer, licensor, supplier, vendor, employee or consultant to materially alter its business
relationship, or engage in business, with the Employee or any person, firm or entity other than the Employer.


 


10.       Confidential
Information


 


(a) As used
herein, "Confidential Information" means any confidential or proprietary information relating to the Employer and its
affiliates including, without limitation, the identity of the Employer's customers, the identity of representatives of customers
with whom the Employer has dealt, the kinds of services provided by the Employer to customers, the manner in which such services are
performed or offered to be performed, the service needs of actual or prospective customers, customer preferences and policies,
pricing information, business and marketing plans, financial information, budgets, compensation or personnel records, information
concerning the creation, acquisition or disposition of products and services, vendors, software, data processing programs,
databases, customer maintenance listings, computer software applications, research and development data, know-how, and other trade
secrets.


 






     


     


    

 


Notwithstanding
the above, Confidential Information does not include information which: (i) is or becomes public knowledge without breach of this Agreement;
or (ii) is received by Employee from a third party without any violation of any obligation of confidentiality and without confidentiality
restrictions; provided, however, that nothing in this Agreement shall prevent the Employee from participating in or disclosing documents
or information in connection with any judicial or administrative investigation, inquiry or proceeding to the extent that such participation
or disclosure is required under applicable law; provided further, however, that the Employee will provide the Employer with prompt notice
of such request so that the Employer may seek (with the cooperation of the Employee, if so requested by the Employer), a protective order
or other appropriate remedy and/or waiver in writing of compliance with the provisions of this Agreement. If a particular portion or
aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information
shall remain subject to all of the provisions of this Agreement.


 


(b) At all times,
both during the period of Employee's services for the Employer and after termination of Employee's services, the Employee will keep in
strictest confidence and trust all Confidential Information and the Employee will not directly or indirectly use or disclose to any third-party
any Confidential Information, except as may be necessary in the ordinary course of performing the Employees duties for the Employer,
or disclose any Confidential Information, or permit or encourage any other person or entity to do so, without the prior written consent
of the Employer except as may be necessary in the ordinary course of performing the Employee's duties for the Employer.


 


(c) The Employee agrees to return promptly all
Confidential Information in tangible form, including, without limitation, all photocopies, extracts and summaries thereof, and any such
information stored electronically on tapes, computer disks, mobile or remote computers (including personal digital assistants) or in
any other manner to the Employer at any time that the Employer makes such a request and automatically, without request, within five days
after the termination of the Employee's performance of services for the Employer for any reason.


 


11.       Arbitration.
Any dispute or controversy arising under this Agreement shall be settled exclusively by binding arbitration, as an alternative to
civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually acceptable to the Employer
and the Employee, sitting in New York County, New York, unless otherwise mutually agreed by the Employer and the Employee, in accordance
with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect.
Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding the forgoing, the parties to
this Agreement may seek equitable relief in any court or competent jurisdiction for a matter in the nature of, but not limited to, restraining
orders or injunctions.


 


12.       Miscellaneous.


 


(a)       Governing
Law. In the absence of controlling Federal law, this Agreement shall be governed by and interpreted under the substantive law of
the State of New York.


 


(b)       Severability.
If any provision of this Agreement shall be held to be invalid, void, or unenforceable, the remaining provisions hereof shall in
no way be affected or impaired, and such remaining provisions shall remain in full force and effect. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.


 






     


     


    

 


(c)       Entire
Agreement; Amendment. This Agreement sets for the entire understanding of the parties with regarding to the subject matter contained
herein and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter hereof and may only
be amended by written agreement signed by both parties hereto or their duly authorized representatives.


 


(d)       Successors
and Assigns. This Agreement shall be binding upon and become the legal obligation of the successors and assigns of Employer and shall
inure to the benefit of Employee’s estate, heirs, representatives in the event of his death or Disability.


 


(e)       Clawback
and Recoupment. Any amounts paid Employee hereunder shall be subject to any clawback or recoupment policy adopted by Employer, or
the requirements of any law or regulation applicable to the Employer and governing the clawback or recoupment of executive compensation.
In addition, with regard to any payment made hereunder pursuant to Sections 6(c) or 7(c) hereunder, Employer or its successors retains
the legal right to demand the return of any payment made should Employer or its successors later obtain information indicating that the
Employee has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses
outlined under the FDIC's regulations at 12 C.F.R. 359.4(a) (4).


 


(f)       Section
409A Compliance. This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code
(“Section 409A”) and regulations promulgated thereunder. Notwithstanding anything contained herein to the contrary, the
Employee shall not be considered to have terminated employment with the Employer for purposes of the payments and benefit of
Section 1 hereof unless he would be considered to have incurred a “termination of employment” from the Employer
within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). For purposes of Section 409A, each payment made under this
Agreement shall be treated as a separate payment. In no event may the Employee, directly or indirectly, designate the calendar year
of payment. If the Employee is a “specified employee” for purposes of Section 409A of the Code, to the extent required
to comply with Section 409A of the Code, any payments required to be made pursuant to this Agreement which are deferred compensation
and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the
day which is six (6) months from the date of termination.  Should this Section 12(f) result in a delay of payments to the
Employee, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “409A
Payment Date”), Employer shall begin to make such payments as described in this Section 12(f), provided that any amounts that
would have been payable earlier but for application of this Section 12(f) shall be paid in lump-sum on the 409A Payment
Date.


 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	 	EMPLOYER: HANOVER COMMUNITY BANK
	 	 	 
	ATTEST:	 	 
	 	 	 
	/s/ 	 	By:	/s/ Robert Golden
	 	 	 	Name: Robert Golden
	 	 	 	Title: Compensation Committee Chairman
	 	 	 
	 	 	EMPLOYEE:
	 	 	 
	 	 	/s/ Michael P. Puorro
	 	 	Name: Michael P. Puorro