EXHIBIT 10.1





EMPLOYMENT
AGREEMENT


This Employment
Agreement (this “Agreement”) is entered into as of the 23th day of April, 2012, by and between Georgetown Bancorp,
Inc., a Maryland corporation with its principal office in Georgetown, Massachusetts (the “Company”), and Robert E.
Balletto (“Executive”) and is effective as of the closing date of the initial public offering of the Company (the “Effective
Date”). The Board of Directors of the Company (the “Board”) shall be the authority for the enforcement of this
Agreement. Any reference herein to the “Bank” shall mean Georgetown Savings Bank, the wholly-owned subsidiary of the
Company.


WHEREAS, the Executive
is currently employed as Chief Executive Officer and President of the Bank and has entered into an employment agreement with the
Bank (“Bank Agreement”); and


 


WHEREAS, the Company
desires also to enter into this Agreement with Executive so that the Company is assured of the continued availability of the Executive’s
services as provided in this Agreement; and


 


WHEREAS, the Executive
is willing to serve the Company on the terms and conditions hereinafter set forth; and


 


WHEREAS, the parties
hereto desire to set forth the terms of an employment agreement and the continuing employment relationship between the Bank and
Executive.


 


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 President and Chief Executive Officer of the Company (the “Executive
Position”). During said period, Executive also agrees to serve, if elected, as an officer and director of any subsidiary
or affiliate of the Company. Failure to reelect Executive to the Executive Position without the consent of Executive during the
term of this Agreement (except for any Termination for Cause, as defined herein) shall constitute a breach of this Agreement. Executive
shall have the responsibilities designated by the Board or as may be set forth in the Charter or Bylaws of the Company. In addition,
Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Company, in conjunction
with the Company’s Board of Directors (the “Board”). Executive shall also be responsible for providing leadership
and direction to all departments or divisions of the Company and shall be the primary contact between the Board and officers of
the Company.


		2.	TERM AND PERFORMANCE OF DUTIES



(a)               
The term of this Agreement and the period of Executive’s employment under this Agreement shall begin as of the Effective
Date and shall continue for thirty-six (36) full calendar months thereafter. On an annual basis, the Executive Committee of the
Board shall conduct a 



    	 



    	 



    
comprehensive performance evaluation and review of Executive’s performance, and the results thereof
shall be included in the minutes of the Board’s meeting. At least six (6) months prior to the expiration of the term, the
Board shall review Executive’s performance during the preceding term of this Agreement in order to determine whether to renew
the Agreement for an additional term of up to three (3) years, and if the Board determines to renew the Agreement, it shall provide
written notice of such renewal to Executive at least sixty (60) days prior to the end of the term. In the event the Board determines
not to renew the Agreement, it shall provide written notice of non-renewal (“Non-Renewal Notice”) to Executive at least
sixty (60) days prior to the expiration of the term.


(b)              
During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation
periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all his business time, attention,
skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization,
operation and management of the Company; provided, however, that, with the approval of the Board, as evidenced by a resolution
of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other
offices or positions in, business companies or business organizations, which, in such Board’s judgment, will not present
any conflict of interest with the Company, or materially affect the performance of Executive’s duties pursuant to this Agreement
(it being understood that membership in and service on boards or committees of social, religious, charitable or similar organizations
does not require Board approval pursuant to this Section 2(b). For purposes of this Section 2(b), Board approval shall be deemed
provided as to service with any such business companies or organizations that Executive was serving as of the date of this Agreement
as set forth in Exhibit A hereto.


		3.	COMPENSATION, BENEFITS AND REIMBURSEMENT



(a)               
The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties and responsibilities
described in Section 1. Subject to Section 22 hereof, the Company and/or the Bank shall pay Executive as compensation a salary
of not less than $194,000 per year (“Base Salary”). Such Base Salary shall be payable in accordance with the customary
payroll practices of the Company and/or the Bank. During the period of this Agreement, Executive’s Base Salary shall be reviewed
at least annually. Such review may be conducted by the compensation committee (the “Committee”) designated by the Board
and the Board may increase, but not decrease Executive’s Base Salary (except for a decrease that is not in excess of any
decrease that is generally applicable to all employees of the Company). Any increase in Base Salary shall become the Base Salary
for purposes of this Agreement.


(b)              
In addition to the Base Salary provided in Section 3(a), the Company and/or the Bank shall provide Executive all such
other benefits as are provided to permanent full-time employees of the Company and/or the Bank.


(c)               
The Company and/or 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. Without limiting the generality of the foregoing provisions of this subsection 



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(c), Executive will
be entitled to participate in or receive benefits under any employee benefit plans, including, but not limited to, the Supplemental
Executive Retirement Plan, retirement plans, pension plans, profit-sharing plans, equity plans, health-and-accident insurance plans,
disability plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or 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 eligible for annual incentive compensation and bonuses
which shall be paid in cash at the discretion of the Committee. 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.


(d)              
The Bank and Executive have entered into an endorsement split dollar arrangement which will provide Executive with a pre-retirement
death benefit of Two Million Dollars ($2,000,000). In addition, for each year during the term of this Agreement, Executive shall
be paid a tax-adjusted payment for life insurance for the purpose of and contingent upon Executive’s use of the after-tax
portion of said payment to acquire a life insurance policy with a death benefit of One Million Dollars ($1,000,000). The amount
of the tax-adjusted payment shall be set forth in a Schedule executed by Executive and the Bank, which Schedule shall be attached
to this Agreement as Exhibit B and which Schedule can be modified from time to time by mutual written consent of Executive and
the Bank. To the extent the Bank fails to make any payments required hereunder to the Executive, the Company shall be responsible
for and shall make such payment.


(e)               
The Company and/or the Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred
by Executive performing his obligations under this Agreement and in such amounts as the Board may from time to time determine.
The Company and/or the bank shall reimburse Executive for his ordinary and necessary business expenses, including, without limitation,
fees for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate
for business purposes, and travel and entertainment expenses incurred in connection with the performance of his duties under this
Agreement, upon presentation to the Board, or its designee, for approval of an itemized account of such expenses in such form as
the Board may reasonably require. Reimbursement of expenses and in-kind benefits subject to this Section 3(e) or otherwise provided
to Executive shall be subject to the following rules: (i) the amount of such expenses eligible for reimbursement or in-kind benefits
provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other
taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code (“Code”); (ii) any reimbursement
shall be made on or before the last day of the calendar year following the calendar year in which the expenses to be reimbursed
were incurred; and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.


(f)               
To the extent not specifically set forth in this Section 3, any compensation payable or provided under this Section 3 shall
be paid or provided no later than two and one-half months after the calendar year in which such compensation is no longer subject
to a substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d).



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		4.	PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION



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


(i)               the termination by the Company of Executive’s full-time employment hereunder, for any reason, including a termination
following a Change in Control, but not including a termination for Cause, a termination upon Retirement, or a termination for Disability;
or


(ii)              
Executive’s resignation from the Company’s employ for “Good Reason,” including resignation for Good
Reason following a Change in Control. Good Reason shall mean any of the following:


(A)              failure
to elect or reelect or to appoint or reappoint Executive to the Executive Position, unless consented to by Executive,


(B)              a
substantial adverse and material change in Executive’s function, duties, or responsibilities,


(C)              a
material reduction to Base Salary or benefits of Executive from that being provided as of the Effective Date of this Agreement
(except for any reduction that is part of an employee-wide reduction in pay or benefits),


(D)              a
liquidation or dissolution of the Company (other than a liquidation or dissolution of the Company in connection with a second-step
reorganization of the mutual holding company parent of the Company to a fully-converted stock holding company for which Executive
continues in the Executive Position with the new stock holding company);


(E)              a
relocation of Executive’s principal place of employment more than twenty-five (25) miles from the principal office on the
Effective Date;


(F)              a
material breach of this Agreement by the Company; or


(G)              the
failure of the Board to renew this Agreement or provide a similar employment agreement at the end of the current term by issuing
a Non-Renewal Notice to Executive no later than sixty days before the end of the term, in accordance with the provisions of Section
2(a) hereof.


Upon the occurrence of
any event described in clauses (ii) (A) through (F) above, Executive shall have the right to elect to terminate his employment
under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of
time (not to exceed, except in case of a continuing breach, ninety (90) days) after the event giving rise to said right to elect,
which termination by Executive shall be an Event of Termination. The Company and/or the Bank shall have at least thirty (30) days
to remedy any 



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condition set forth in clauses (ii) (A) through (F); provided, however, that the Company shall be entitled to waive
such period and make an immediate payment hereunder. No payment or benefit shall be due to Executive under this Agreement upon
the occurrence of an Event of Termination, except as provided in this Section 4.


 


Upon the
occurrence of an event described in clause (ii) (G) above, the Executive shall have the right to elect to terminate his employment
under this Agreement by resignation upon written notice issued to the Company no more than fifteen (15) days after receipt of the
Non-Renewal Notice. Upon receipt of the Executive’s notice of termination due to this Event of Termination, the Company shall
have thirty (30) days to cure the Event of Termination by reversing its decision and notifying the Executive that it will renew
the Agreement. No later than the end of the thirty (30) day cure period, the Company shall either: (i) notify the Executive that
it has reversed its decision and will renew the Agreement or (ii) provide the Executive with the written release of claims required
under Section 4(i), to be signed by the Executive as a condition to the receipt of severance benefits hereunder. Notwithstanding
the foregoing, the following will not constitute an Event of Termination under clause (ii)(G) above: (i) the failure of the Company
to renew the Agreement upon the Executive’s attainment of the retirement age set forth in Section 7 (or agreed to in writing
by the Executive); (ii) the renewal of the Agreement for a shorter period due to the Executive’s attainment of the retirement
age set forth in Section 7 during the next three-year term; or (iii) the Company’s offer to renew the Agreement on terms
that may be different but similar to the terms of this Agreement provided that, for these purposes, the renewal employment agreement
will be considered “similar” if it requires the same multiple of Base Salary and bonus payment upon the same Events
of Termination.


(b)              
Upon the occurrence of an Event of Termination and subject to Sections 4(h) and 22 hereof, the Company shall pay Executive,
as severance pay or liquidated damages, or both, a cash amount equal to two (2) times (three (3) times if the Event of Termination
follows a Change in Control) the highest annual rate of Base Salary paid to Executive at any time under this Agreement.


(c)               
Upon the occurrence of an Event of Termination and subject to Section 4(h) and 22 hereof, the Company shall pay Executive
a cash amount equal to two (2) times (three (3) times if the Event of Termination follows a Change in Control) the Executive’s
tax-adjusted payment as provided for in Section 3(d), to be used to maintain the life insurance policy owned by Executive, as set
forth in Section 3(d) hereof.


(d)              
Upon the occurrence of an Event of Termination and subject to Sections 4(h) and 22 hereof, the Company will provide, at
the Company’s expense, life insurance (including the life insurance provided under the endorsement split dollar life insurance
agreement between Executive and Company) and non-taxable medical and dental coverage substantially comparable, as reasonably or
customarily available, to the coverage maintained by the Bank or the Company for Executive prior to his termination, except to
the extent such coverage may be changed in its application to all Company or Bank employees. Such coverage shall cease twenty-four
(24) months following the Event of Termination (thirty-six months if the Event of Termination follows a Change in Control). The
period of continued health care coverage required by Code Section 4980B(f) shall run concurrently with the coverage period provided
herein. If the Company and/or the Bank cannot provide one or more of the benefits set forth in this paragraph 



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because Executive
is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner
contemplated, or it would subject the Company to penalties, then the Company and/or the Bank shall pay the Executive a cash lump
sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of
such determination. Such cash lump sum payment shall be made in a lump sum within thirty (30) days after the later of the Executive’s
date of termination (“Date of Termination”) of employment or the effective date of the rules or regulations prohibiting
such benefits or subjecting the Company to penalties, provided, however, in the event Executive is a Specified Employee (with the
meaning of Treasury Regulation Section 1.409A-1(i)), and to the extent necessary to avoid penalties under Code Section 409A, no
payment shall be made to Executive prior to the first day of the seventh month following Executive’s Date of Termination.


(e)               
The payments under Sections 4(b) and 4(c) shall be payable in a single cash lump-sum distribution within thirty (30) days
following the occurrence of an Event of Termination.


(f)               
Upon the occurrence of an Event of Termination and subject to Section 4(h) hereof, the Executive will fully vest in all
non-vested stock options and/or restricted stock that have been granted to him, and in the case of stock options, such options
shall be immediately exercisable.


(g)              
For purposes of this Section 4, Date of Termination shall mean the date of “Separation from Service” as defined
in Code Section 409A and the Treasury Regulations promulgated thereunder; provided, however, that the Company and Executive reasonably
anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level
that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor)
over the immediately preceding 36-month period.


(h)              
Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4 unless and
until Executive executes a release of his claims against the Company, the Bank and any affiliate, and their officers, directors,
successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations
or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”),
but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for
benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination
of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to
Executive no later than the date of his Separation from Service and Executive shall have no fewer than twenty-one (21) days to
consider the release, and following Executive’s execution of the release, Executive shall have seven (7) days to revoke said
release.


		5.	CHANGE IN CONTROL DEFINED



(a)              For
purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:



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(i)              Merger:
The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Company
or the Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after
the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or
consolidation, provided, however, that a second step conversion of the Company’s mutual holding company is specifically excluded
from consideration as a Change in Control under this definition;


(ii)              Acquisition
of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule
(other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule
discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class
of the Company’s or the Bank’s voting securities; provided, however, this clause (ii) shall not apply to beneficial
ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company
directly or indirectly beneficially owns 50% or more of its outstanding voting securities;


(iii)              Change
in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s
Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s
or the Bank’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected
by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the Board as the result
of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal
Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period;
and provided, further, that the elimination of the Company’s board of directors by merger into a new stock holding company
in connection with a second-step conversion of the Company’s mutual holding company shall not be deemed a Change in Control
if the Company’s Board of Directors continues to satisfy this requirement; or


(iv)              Sale
of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.


(b)              In
the event of a Change in Control, the term “Company” shall be defined to include any successor to the Company.


		6.	TERMINATION FOR DISABILITY OR DEATH



(a)              Disability.
Termination of Executive’s employment based on “Disability” shall mean any medically determinable physical or
mental impairment that can be expected to result in 



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death or can be expected to last for a period of not less than twelve (12)
months that: (i) renders Executive unable to engage in any substantial gainful activity, or (ii) causes Executive to receive income
replacement benefits for a period of not less than three (3) months under an accident and health plan of the Company or Bank covering
Executive. A determination as to whether Executive has suffered a Disability shall be made by the Board with objective medical
input.


The Company
will cause to be continued life insurance and non-taxable medical and dental coverage substantially comparable, as reasonable or
customarily available, to the coverage maintained by the Company or Bank for Executive prior to his termination for Disability,
except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis
to an employee terminated for Disability. This coverage shall cease upon the earlier of: (i) the date Executive returns to the
full-time employment of the Company in the same capacity as he was employed prior to his termination for Disability and pursuant
to this Agreement; (ii) Executive’s full-time employment by another employer; (iii) Executive attaining the age of 65; (iv)
Executive’s death; or (v) twenty-four (24) months from the date of Disability.


(b)              Death. In
the event of the death of Executive while in the active employment of the Company, Executive’s beneficiary shall be entitled
to Executive’s interest in the life insurance policy proceeds covered by the endorsement split dollar agreement between Executive
and the Bank referenced in Section 3(d) hereof. No further amounts or benefits shall be due hereunder.


 


		7.	TERMINATION UPON RETIREMENT



Termination of Executive’s
employment based on “Retirement” shall mean termination of Executive’s employment at age 65, or in accordance
with any retirement policy established by the Board and agreed to, in writing, by Executive. Upon termination of Executive based
on Retirement, no amount or benefit shall be due Executive under this Agreement, and Executive shall be entitled to all benefits
under any retirement plan of the Company or Bank and other plans to which Executive is a party. Notwithstanding the foregoing,
Executive shall have the right to participate in the Company’s or Bank’s health insurance plans for the applicable
COBRA period, to the extent eligible, at the expense of Executive.


		8.	TERMINATION FOR CAUSE



The term “Termination
for Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, material breach of the Company’s Code of Ethics, material violation of the Sarbanes-Oxley
requirements for officers of public companies that, in the reasonable opinion of the Board, will likely cause substantial financial
harm or substantial injury to the reputation of the Company, willfully engaging in actions that, in the reasonable opinion of the
Board, will likely cause substantial financial harm or substantial injury to the business reputation of the Company, intentional
failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar
offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing,
Executive shall not be deemed to have been Terminated for Cause unless and until there shall 



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have been delivered to him a copy
of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the
Board called and held for that purpose, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail. Other than as set forth in Section 9(a), Executive shall
not have the right to receive compensation or other benefits for any period after Termination for Cause. Any non-vested 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 (unless it is determined in arbitration that
grounds for Termination for Cause did not exist, in which event all terms of the options as of the date of termination shall apply,
and any time periods for exercising such options shall commence from the date of resolution in arbitration).


		9.	NOTICE OF TERMINATION



(a)              Any
purported termination by the Company for Cause shall be communicated by Notice of Termination to Executive. 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. If, within thirty (30) days after any Notice of Termination
for Cause is given, Executive notifies the Company that a dispute exists concerning the termination, the parties shall promptly
proceed to arbitration. Notwithstanding the pendency of any such dispute, the Company may discontinue to pay Executive compensation
until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation
and benefits under Section 4 of this Agreement, the payment of such compensation and benefits by the Company shall commence immediately
following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending
arbitration (at the prime rate as published in The Wall Street Journal from time to time).


(b)              Any
other purported termination by the Company or by Executive shall be communicated by a Notice of Termination to the other party.
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 detail the facts and circumstances claimed to provide
a basis for termination of employment under the provision so indicated. “Date of Termination” shall mean the date of
the Notice of Termination. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice
of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to
arbitration as provided in Section 18 of this Agreement. Notwithstanding the pendency of any such dispute, the Company shall continue
to pay Executive his Base Salary and other compensation and benefits in effect when the notice giving rise to the dispute was given
(except as to termination of Executive for Cause). In the event of the voluntary termination by Executive of his employment, which
is disputed by the Company, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant
to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the
prime rate as published in The Wall Street Journal from time to time if it is 



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determined in arbitration that Executive’s
voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for his voluntary
termination.


		10.	Non-COmpetition and POST-TERMINATION OBLIGATIONS



(a)              All
payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c)
, (d) and (e) of this Section 10.


(b)              Executive
shall, upon reasonable notice, furnish such information and assistance to the Company as may reasonably be required by the Company
in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly
rate based upon his most recent Base Salary prior to termination.


(c)              Executive
recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and
affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company.
Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered
business activities (all of which is considered to be a trade secret) of the Company 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 the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”),
the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction
over the Company or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10,
the Company will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive
from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company
or affiliates thereof. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to
the Company for such breach or threatened breach, including the recovery of damages from Executive.


(d)              Upon
any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof
or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following
a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company for a period
of one (1) year following such termination in any area within a radius of 25 miles from any offices of the Company or any of the
Company’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company or any of its affiliates; (ii) 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 Company or of any affiliate, to terminate his or her 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 Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business
operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, 



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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 Company to terminate an existing business or commercial relationship with the
Company.


(e)              The
parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of Executive’s
breach of this Section 10, agree that in the event of any such breach by Executive, the Company will be entitled, in addition to
any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to
restrain the violation hereof by 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 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 Company from pursuing any other remedies available to it for such breach or threatened breach,
including the recovery of damages from Executive.


		11.	EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS



This Agreement contains
the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor
of the Company 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 him without reference to this Agreement.


		12.	NO ATTACHMENT; BINDING ON SUCCESSORS



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


(b)              This Agreement
shall be binding upon, and inure to the benefit of, Executive, his estate, and the Company and its respective successors and assigns,
which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank.


		13.	MODIFICATION AND WAIVER



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


(b)              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 



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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.


		14.	REQUIRED PROVISIONS



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


(b)              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 the Federal Deposit Insurance Act, 12 U.S.C. Section
1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.


		15.	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.


		16.	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.


		17.	GOVERNING LAW



This Agreement shall
be governed by the laws of the Commonwealth of Massachusetts but only to the extent not superseded by federal law.


		18.	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 in Massachusetts in accordance with the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator’s 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. Any payment to Executive required under this Section shall be made after the
final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution
is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved.



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		19.	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 Company within two and one-half months following the date on which such fees are incurred, provided that the
dispute or interpretation has been settled by Executive and the Company or resolved in Executive’s favor.


		20.	INDEMNIFICATION



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, and shall indemnify Executive (and his heirs, executors and administrators) for the
term of the Agreement and for a period of 6 years thereafter to the fullest extent permitted under applicable 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 or any subsidiary or affiliate 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 or the board of directors of the Company, as appropriate);
provided, however, neither the Bank nor Company shall be required to indemnify or reimburse Executive for legal expenses or liabilities
incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by Executive.


		21.	NOTICE



For the purposes
of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed
to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth below:





	To the Company:	Board of Directors
	 	Georgetown Bancorp, Inc.
	 	2 East Main Street
	 	Georgetown, Massachusetts 01833
	 	 
	To Executive:	Robert E. Balletto
	 	11 Highland Avenue
	 	Groveland, Massachusetts  01834






 


		22.	SOURCE OF PAYMENTS.



Notwithstanding
any provision in this Agreement to the contrary, there will be no duplication of benefits between this Agreement and any employment
agreement to which the Executive may be subject with the Bank. To the extent payments and benefits, as provided for under this
Agreement, are paid or received by Executive under the Employment Agreement in



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 effect between Executive and the Bank, the payments
and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions
of this Agreement.


		23.	NO MITIGATION.



Executive shall
not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise.
No payment provided for in this Agreement shall be reduced by any compensation earned by Executive as the result of employment
by another employer, or Executive’s receipt of income from any other source, after the termination of his employment with
the Company.


		24.	SECTION 409A.



The parties agree
that this Agreement shall be interpreted to comply with or be exempt from Code Section 409A, and all provisions of this Agreement
shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Each payment
and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section
1.409A-2(b)(ii).


[Signature
page follows]



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SIGNATURES


IN WITNESS WHEREOF,
the Company has authorized this Agreement to be executed by its duly authorized representatives, and Executive has signed this
Agreement, on the day and date first above written.


 


 


	ATTEST:	GEORGETOWN BANCORP, INC.
	 	 
	 	 
	 	 
	/s/Mary L. Williams          	By: /s/J. Richard Murphy
	 	 
	 	 
	 	 
	WITNESS:	EXECUTIVE:
	 	 
	 	 
	 	 
	/s/Mary L. Williams          	/s/ Robert E. Balletto
	 	Robert E. Balletto


 


 



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EXHIBIT A


 


Unrelated Companies or Organizations in which



Executive Holds Position on Effective Date
of this Agreement


Under Section 2(b)


 


 


 


 


 


Savings Bank Employees Retirement Association (“SBERA”)


4A Gill Street


Woburn, MA 01801-1721


Director


Chairman of the Board 


 



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EXHIBIT B


 


Life Insurance Tax-Adjustment


Under Section 3(d)


 


 


 


 


SEE ATTACHED


 


 


 


 


 


 



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	Georgetown Savings Bank
	Employment Agreement Exhibit B
	Exhibit regarding Section 3(d)
	Robert E. Balletto
	 	 	 	 	 
	 	Fiscal Year	Life Insurance Premium	Tax Gross up	Total Payment
	1	2008	$19,907.79	$11,442.21	$31,350.00
	2	2009	$19,907.79	$11,442.21	$31,350.00
	3	2010	$19,907.79	$11,442.21	$31,350.00
	4	2011	$19,907.79	$11,442.21	$31,350.00
	5	2012	$19,907.79	$11,442.21	$31,350.00
	6	2013	$19,907.79	$11,442.21	$31,350.00
	7	2014	$19,907.79	$11,442.21	$31,350.00
	8	2015	$19,907.79	$11,442.21	$31,350.00
	9	2016	$19,907.79	$11,442.21	$31,350.00
	10	2017	$19,907.79	$11,442.21	$31,350.00
	11	2018	$19,907.79	$11,442.21	$31,350.00
	12	2019	$19,907.79	$11,442.21	$31,350.00
	13	2020	$19,907.79	$11,442.21	$31,350.00


 


 



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	Georgetown
    Savings Bank
	Employment
    Agreement Exhibit B
	Exhibit
    regarding Section 3(d)



 


 


	 	 	Tax Gross Up Worksheet	 	BALLETTO	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	 	 	Actual/desired net payment	 	 	 	 	 	$	19,907	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	 	Max SS Tax on Line 1	 	 	  	 	 	$	0	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	Subtotal	 	 	  	 	 	$	19,907	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	(a) Effective FIT/SIT withholdings rates:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	  (1) 100% - elective deferral	 	 	100.00	%	 	 	  	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	  (2) FITW rate x line 4a1	 	 	  	 	 	 	29.75	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	  (3) SITW rate x line 4a1	 	 	  	 	 	 	5.30	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b) Social Security Rate	 	 	  	 	 	 	0.00	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c) Medicare rate	 	 	  	 	 	 	1.45	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(d) elective deferral %	 	 	  	 	 	 	0.00	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(e) Total 4a, 4b, 4c and 4d	 	 	  	 	 	 	36.50	%	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5	 	 	100% less % on line 4e	 	 	  	 	 	 	  	 	 	 	63.50	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6	 	 	Gross up wage (line 3 / line 5)	 	 	  	 	 	 	  	 	 	$	31,350	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7	 	 	Proof:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)  Elective deferral (line 6 x line 4(d)	 	 	  	 	 	$	0	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b) Federal income tax withholding:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 (Line 6 - Line 7a) x FITW rate	 	 	  	 	 	$	9,327	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



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	 	 	 	 	(c) State income tax withholding:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	  (Line 6 - Line 7a) x SITW rate	 	 	  	 	 	$	1,662	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(d) FICA:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	If employee is under FICA wage base enter Line 6 * Line 4b. If employee is over FICA limit enter zero. Otherwise, enter amount from Line 2.	 	 	  	 	 	$	0	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(e) Medicare tax:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 (Line 6 - Line 4c)	 	 	  	 	 	$	455	 	 	 	  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(f) total of elective deferral and taxes	 	 	 	 	 	 	 	 
	 	 	 	 	(add lines 7a through 7e)	 	 	  	 	 	 	  	 	 	$	11,443	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(g) Net wages (Line 6 - Line 7f)	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	( should equal Line 1)	 	 	  	 	 	 	  	 	 	$	19,907	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TOTAL GROSS-UP AMOUNT	 	 	  	 	 	 	  	 	 	$	11,443	 
	 	 	 	 	TOTAL GROSS-UP PERCENTAGE	 	 	  	 	 	 	  	 	 	 	57.48	%



 


 






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