Exhibit 10.3


 


AMENDED AND
RESTATED CHANGE IN CONTROL AGREEMENT


 


AMENDED
AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) originally effective as of the 2nd day of January, 2020 by and
between HANOVER COMMUNITY BANK, a New York state commercial bank with its principal place of business located at 80 East Jericho
Turnpike, Mineola, NY 11501 (the "Employer"), and KEVIN CORBETT, an individual residing at 4006 Fulton Avenue, Seaford,
NY 11783 ("Employee").


 


W I T N E
S S E T H:


WHEREAS,
Employer wishes to retain Employee;


 


WHEREAS,
it is a condition to Employee’s retention that Employer enter into this Agreement with Employee;


 


NOW,
THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties hereto, intending to be legally
bound, agree as follows:


 


1.       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 the date hereof, 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.


 






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(c)       In
the event the conditions of Section (a) above are satisfied, Employee shall be entitled to receive a lump sum payment equal to one
(1) 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, and (iii) the annual total automobile allowance paid to Employee, if any; provided, however, that in the event any
payments provided for hereunder, when combined with any other payments due to Employee under any other agreement or benefit plan of
Employer contingent upon a Change in Control, constitute an "excess parachute payment" under Section 280G of the Internal
Revenue Code of 1986, as amended or any successor thereto, 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 5 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 two (2) years from the effective date of the Change in
Control.


 


(d)
        All payments and benefits under paragraph (c) above 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, and which must be executed by the Employee and become effective within thirty (30) days thereafter.
Severance payments under paragraph (c) that are contingent upon such release shall, subject to Section 14, commence within ten (10) days
after such release becomes effective; provided, however, that if Employee’s termination date occurs on or after November 15 of
a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 14, commence on the first business
day of the following calendar year.


 


2.       No
Guaranty of Employment. Nothing in this Agreement shall be construed as guarantying the employment of the Employee. Employee shall
remain an “employee at will” of Employer at all time during the term of this Agreement.


 


3.       Notices.
Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent, (i)
by registered or certified U.S. mail, return receipt requested, (ii) by hand, (iii) by overnight courier or (iv) by telecopier addressed
to the parties hereto at their addresses set forth above or such other addresses as they may from time-to-time designate by written notice,
given in accordance with the terms of this Section, together with copies thereof as follows:


 


In
the case of Employee, to the address set forth on the first page hereof or to such other address as Employee shall provide in writing
to the Employer for the provision of notices hereunder.


 


In
the case of Employer, to the address set forth on the first page hereof with a copy to:


 


Windels Marx Lane
 & Mittendorf, LLP


120 Albany Street
Plaza, 6th Floor


New Brunswick, New
Jersey 08901


Telecopier No. (732)
846-8877


Attention: Robert
A. Schwartz


 






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Notice
given as provided in this Section shall be deemed effective: (i) on the date hand delivered, (ii) on the first business day following
the sending thereof by overnight courier, (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding
business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service or (iv) on the date telecopied.


 


4.       Term. Unless extended by mutual agreement, this Agreement shall have a term of three (3) years from the date hereof; provided,
however, that in the event the term of this Agreement would terminate at any time after the Employer has engaged in substantive negotiations
regarding a transaction which would lead to a Change in Control, this Agreement shall continue to remain in full force in effect until
the earlier to occur of (i) the effectuation of the Change in Control or (ii) the termination of the negotiations for the proposed transaction
which would have resulted in the Change in Control; further provided, however, that unless either party shall give written notice of
its intention not to renew this Agreement at least one hundred and eighty (180) days prior to the end of the term of this Agreement (as
it may be extended), this Agreement shall renew for an additional one (1) year term upon the conclusion of each term.


 


5.       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:


 


		(a)	solicit
                                            or attempt to solicit from (i) any customer that Employee serviced or learned of while in
                                            the employ of the Employer ("Customer"), (ii) referral
                                            sources or prospective referral sources which are actively being sought by Employer at the
                                            time of Employee’s termination (a “Referral Source”), or (iii) 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;
	 	 	 
		(b)	accept any
                                            business from, or perform any work or services for, any Customer, Referral Source or Potential
                                            Customer, which business, work or services is similar to the business of the Employer;
	 	 	 
		(c)	cause or
                                            induce or attempt to cause or induce any Customer, Referral Source, Potential Customer, licensor,
                                            supplier or vendor of the Employer to reduce or sever its affiliation with the Employer;
	 	 	 
		(d)	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
	 	 	 
		(e)	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, Referral Source, 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.


 






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6.       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.


 


7.       Assignability.
The services of the Employee hereunder are personal in nature, and neither this Agreement nor the rights or obligations of Employee hereunder
may be assigned, whether by operation of law or otherwise. This Agreement shall be binding upon, and inure to the benefit of, Employer
and its successors and assigns. This Agreement shall inure to the benefit of the Employee's heirs, executors, administrators and other
legal representatives.


 


8.       Waiver.
The waiver by Employer or the Employee of a breach of any provision of this Agreement by the other shall not operate or be construed
as a waiver of any subsequent or other breach hereof.


 


9.       Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect
to principles of conflict of laws.


 






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10.       Entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and may not
be amended, waived, changed, modified or discharged, except by an agreement in writing signed by the parties hereto.


 


11.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together
shall constitute one and the same instrument.


 


12.       
Amendment. This Agreement may be modified or amended only by an amendment in writing signed by both parties.


 


13.       
Severability. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall
attach only to such provision, only to the extent it is invalid or unenforceable, and shall not in any manner affect or render invalid
or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable
provision were not contained herein.


 


14.       
Section Headings. The headings contained in this Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.


 


15.       Section 409A.
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. Notwithstanding the
foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to
 “specified employees”, any payment as a result of the termination of the Employee’s employment that would
otherwise be due hereunder within six months after such termination of employment shall nonetheless be delayed until the first
business day of the seventh month following the Employee’s date of termination and the first such payment shall include the
cumulative amount of any payments that would have been paid prior to such date if not for such restriction.


 


16.       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.


 


17.       Clawback.
With regard to any payment made 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).


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands and seals as of the day and year
first above written.


 


	ATTEST:	 	HANOVER COMMUNITY BANK
	 	 	 
	/s/	 	/s/ Michael P. Puorro
	 	 	 
	 	 	By:	 
	 	 	 	Michael P. Puorro
	 	 	 	Chairman, President & CEO




 


	WITNESS:	 	 EMPLOYEE:
	 	 	 
	/s/	 	/s/ Kevin Corbett
	 	 	 
	 	 	 
	 	 	Name:	Kevin Corbett
	 	 	Title:	Executive Vice President Chief Credit Officer




 






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