Exhibit 10.2


 


TWO-YEAR CHANGE IN CONTROL AGREEMENT


 


This Change in Control
Agreement (the “Agreement”) is made effective as of the ___ day of _____, 2019 (the “Effective Date”),
by and between Pioneer Bank, a New York-chartered stock savings bank (the “Bank”) and ______________ (the “Executive”).
Any reference to the “Company” shall mean Pioneer Bancorp, Inc., the newly-formed the stock holding company
of the Bank, or any successor thereto.


 


RECITALS


 


WHEREAS, Executive
is currently employed as an executive officer of the Bank;


 


WHEREAS, the
Bank desires to assure itself of the Executive’s continued active participation in the business of the Bank; and


 


WHEREAS, in
order to induce Executive to remain in the employ of the Bank and in consideration of Executive’s agreeing to remain in the
employ of the Bank, the parties desire to specify the severance benefits which shall be due Executive in the event that his employment
with the Bank is terminated under specified circumstances.


 


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


 


		1.	TERM OF AGREEMENT



 


(a)          Two
Year Contract; Annual Renewal. The term of this Agreement will begin as of the Effective Date and will continue through
December 31, 2020 (the “Term”). Commencing on January 1, 2020 and continuing on each January 1st
thereafter (the “Renewal Date”), the Term will extend automatically for one additional year, so that the Term
will be two (2) years from such Renewal Date, unless either the Bank or Executive by written notice to the other given at least
sixty (60) days prior to such Renewal Date notifies the other of its intent not to extend the same. In the event that notice not
to extend is given by either the Bank or the Executive, this Agreement will terminate as of the last day of the then current Term.
For avoidance of doubt, any extension to the Term will become the “Term” for purposes of this Agreement.


 


At least thirty (30)
days prior to the Renewal Date, the disinterested members of the Board of Directors of the Bank (the “Board”)
will conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to take action
regarding non-renewal of the Agreement, and the results thereof will be included in the minutes of the Board’s meeting.


 


(b)          Change
in Control. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect
a transaction that would be considered a Change in Control as defined under Section 5 hereof, the Term of this Agreement will be
extended automatically so that it is scheduled to expire no less than two (2) years beyond the effective date of the Change in
Control, subject to extensions as set forth above.


 




     


     


    

 


		2.	DEFINITIONS



 


(a)          Base
Salary. Executive’s “Base Salary” for purposes of this Agreement shall mean the annual rate of base salary
paid to Executive by the Bank.


 


(b)          Change
in Control. For purposes of this Agreement, the term “Change in Control” means: (i) a change in the ownership
of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial
portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2(b), the
term “Corporation” is defined to include the Bank, the Company or any of their successors, as applicable.


 


A change
in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group (as defined
in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by
such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such
Corporation.


 


A change
in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as
a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent
or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior
to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder
of the Corporation is another corporation.


 


A change
in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting
as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair
market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation,
or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with
such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements
of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.


 




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Notwithstanding anything
herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with
the Bank’s mutual holding company reorganization and/or minority stock offering of the Company. Similarly, a Change in Control
for purposes of this Agreement will not be deemed to have occurred in the event of a second-step conversion of the Bank’s
mutual holding company from mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company.


 


(c)         Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(d)         Good
Reason shall mean a termination by Executive following a Change in Control if, without Executive’s express written consent,
any of the following occurs:


 


		(i)	a material reduction in Executive’s Base Salary;



 


		(ii)	a material reduction in Executive’s authority, duties or responsibilities from the position
and attributes associated with Executive’s executive position with the Bank in effect as of the Effective Date or any successor
executive position, as mutually agreed to by the Bank and Executive;



 


		(iii)	the Bank requiring Executive to be based at any office or location resulting in an increase in
Executive’s commute of 35 miles or more; or



 


		(iv)	a material breach of this Agreement by the Bank;



 


provided, however, that prior to any termination
of employment for Good Reason, Executive must first provide written notice to the Bank (or its successor) within 90) days following
the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right
to remedy the condition within 30 days of the date the Bank received the written notice from Executive. If the Bank remedies the
condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition.
If the Bank does not remedy the condition within such 30-day cure period, then Executive may deliver a Notice of Termination for
Good Reason at any time within 60 days following the expiration of such cure period.


 


(e)          Termination
for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:


 


(i)         material
act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;


 


(ii)       willful
misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation
of the Bank;


 


(iii)       breach
of fiduciary duty involving personal profit;


 


(iv)       intentional
failure to perform stated duties under this Agreement after written notice thereof from the Board;


 




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(v)       willful
violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other
non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving
moral turpitude, or any violation of a final cease-and-desist order; or any violation of the policies and procedures of the Bank
as outlined in the Bank’s employee handbook, which would result in termination of the Bank employees, as from time to time
amended and incorporated herein by reference; or


 


(vi)       material
breach by Executive of any provision of this Agreement.


 


		3.	BENEFITS UPON TERMINATION



 


(a)           If
Executive’s employment by the Bank shall be terminated subsequent to a Change in Control and during the term of this Agreement
by (i) the Bank for other than Cause, or (ii) Executive for Good Reason, then the Bank shall:


 


(1)      pay Executive,
or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable,
a cash severance amount equal to:


 


(i)     two (2)
times Executive’s base salary in effect as of the Date of Termination,


 


(ii)    the highest
rate of bonus earned by Executive from the Bank in any one of the three calendar years immediately preceding the year in which
the termination occurs, and


 


(iii)    payable
by lump sum within ten (10) business days of the Date of Termination.


 


(2)     cause to
be continued at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained
by the Bank for Executive prior to Executive’s termination for twenty-four (24) months. Notwithstanding the foregoing, if
applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees),
or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits
would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal
to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business
days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder
of such insurance coverage) cannot be provided for the foregoing reasons.  


 




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		4.	NOTICE OF TERMINATION



 


Any purported termination
by the Bank or by Executive in connection with or following a Change in Control 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 Date of Termination and, in the event of termination by Executive, 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. “Date of Termination” shall mean the date specified
in the Notice of Termination (which, in the case of a termination for Cause, shall be immediate). In no event shall the Date of
Termination exceed thirty (30) days from the date the Notice of Termination is given.


 


		5.	SOURCE OF PAYMENTS



 


All payments provided
in this Agreement shall be timely paid in cash or check from the general funds of the Bank.


 


		6.	NO ATTACHMENT



 


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 effect any such action shall be null, void, and of no effect.


 


		7.	ENTIRE AGREEMENT; MODIFICATION AND WAIVER



 


(a)          This
Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and
Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of
a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer
benefits than those available to her without reference to this Agreement.


 


(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 or as to any act other
than that specifically waived.


 




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		8.	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.


 


		9.	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.


 


		10.	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.


 


		11.	ARBITRATION



 


Any dispute or controversy
arising under or in connection with 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 Bank
and Executive, sitting in a location selected by the Bank within fifty (50) miles from the main office of the Bank, 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.


 


		12.	PAYMENT OF LEGAL FEES



 


To the extent that
such payment(s) may be made without triggering penalty under Code Section 409A, 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 resolved in Executive’s favor, and such reimbursement shall occur no later than
sixty (60) days after the end of the year in which the dispute is settled or resolved in Executive’s favor.


 


		13.	OBLIGATIONS OF BANK



 


The termination of
Executive’s employment, other than following a Change in Control, shall not result in any obligation of the Bank under this
Agreement.


 




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		14.	SUCCESSORS AND ASSIGNS



 


The
Bank 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, expressly and unconditionally to assume and agree to perform the Bank’s
obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such
succession or assignment had taken place.


 


[Signature Page Follows]


 




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SIGNATURES


 


IN WITNESS WHEREOF,
the Bank has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, as of
the Effective Date.


 


	 	PIONEER BANK
	 	 
	 	By:	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 


 




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