Exhibit
      10.1


    NORTHEAST
      COMMUNITY BANK

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT
      (the
“Agreement”), made this 17th day of October, 2006, by and among
NORTHEAST
      COMMUNITY BANK,
      a
      federally chartered savings bank (the “Bank”), SUSAN
      BARILE
      (the
“Executive”), and NORTHEAST
      COMMUNITY BANCORP, INC.,
      (the
“Company”) a federally chartered corporation and the holding company of the
      Bank, as guarantor.

    


    WHEREAS,
      Executive
      serves in a position of substantial responsibility; and

    


    WHEREAS,
      the
      Bank
      wishes to assure Executive’s services for the term of this Agreement;
      and

    


    WHEREAS,
      Executive
      is willing to serve in the employ of the Bank during the term of this
      Agreement.

    


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

    


    1.    Employment.
      The
      Bank
      will employ Executive as Senior Vice President and Chief Mortgage Officer.
      Executive will perform all duties and shall have all powers commonly incident
      to
      those offices or which, consistent with those offices, the President and Chief
      Executive Officer delegates to Executive. Executive also agrees to serve, if
      elected, as an officer and/or director of any subsidiary or affiliate of the
      Bank and to carry out the duties and responsibilities reasonably appropriate
      to
      those offices. 

    


    2.    Location
      and Facilities.
      The Bank
      will furnish Executive with the working facilities and staff customary for
      executive officers with the title and duties set forth in Section 1 and as
      are
      necessary for her to perform her duties. The location of such facilities and
      staff shall be at the principal administrative offices of the Bank, or at such
      other site or sites customary for such offices.

    


    3.    Term.

    


    
      	 	
              a.

            	
              The
                term of this Agreement shall include: (i) the initial term, consisting
                of
                the period commencing on the date of this Agreement (the “Effective Date”)
                and ending on the third anniversary of the Effective Date, plus (ii)
                any
                and all extensions of the initial term made pursuant to this Section
                3.

            


    

    


    
      	 	
              b.

            	
              Commencing
                on the first anniversary of the Effective Date and continuing on
                each
                anniversary of the Effective Date thereafter, the disinterested members
                of
                the Board may extend the Agreement term for an additional year, so
                that
                the remaining term of the Agreement again becomes thirty-six (36)
                months,
                unless Executive elects not to extend the term of this Agreement
                by giving
                written notice in accordance with Section 19 of this Agreement. The
                Board
                will review the Agreement and Executive’s performance annually for
                purposes of determining whether to extend the Agreement term and
                will
                include the rationale and results of its review in the minutes of
                the
                meeting. The Board will notify Executive as soon as possible after
                its
                annual review whether the Board has determined to extend the
                Agreement.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.    Base
      Compensation.

    


    
      	 	
              a.

            	
              The
                Bank agrees to pay Executive during the term of this Agreement a
                base
                salary at the rate of $127,000 per year, payable in accordance with
                customary payroll practices.

            


    

    


    
      	 	
              b.

            	
              Each
                year, the Board will review the level of Executive’s base salary, based
                upon factors they deem relevant, in order to determine whether to
                maintain
                or increase her base salary.

            


    

    


    5.   Bonuses.
      Executive will participate in discretionary bonuses or other incentive
      compensation programs that the Bank may sponsor or award from time to time
      to
      senior management employees.

    


    6.   Benefit
      Plans.
      Executive will participate in life insurance, medical, dental, pension, profit
      sharing, retirement and stock-based compensation plans and other programs and
      arrangements that the Bank may sponsor or maintain for the benefit of its
      employees.

    


    7.    Vacations
      and Leave.

    


    
      	 	
              a.

            	
              Executive
                may take vacations and other leave in accordance with the Bank’s policy
                for senior executives.

            


    

    


    
      	 	
              b.

            	
              In
                addition to paid vacations and other leave, the President and Chief
                Executive Officer may grant Executive a leave or leaves of absence,
                with
                or without pay, at such time or times and upon such terms and conditions
                as may be deemed appropriate. 

            


    

    


    8.    Expense
      Payments and Reimbursements.
      The
      Bank
      will reimburse Executive for all reasonable out-of-pocket business expenses
      incurred in connection with her services under this Agreement upon
      substantiation of such expenses in accordance with applicable policies of the
      Bank.

    


    9.    Automobile
      Allowance.
      During
      the term of this Agreement, the Bank will provide Executive with an automobile
      allowance and related insurance, maintenance and fuel costs. Executive will
      comply with reasonable reporting and expense limitations with respect to the
      automobile allowance as the Bank may establish from time to time.

    


    10.   Loyalty
      and Confidentiality.

    


    
      	 	
              a.

            	
              During
                the term of this Agreement, Executive will devote all her business
                time,
                attention, skill, and efforts to the faithful performance of her
                duties
                under this Agreement; provided, however, that from time to time,
                Executive
                may serve on the boards of directors of, and hold any other offices
                or
                positions in, companies or organizations that will not present any
                conflict of interest with the Bank or any of its subsidiaries or
                affiliates, unfavorably affect the performance of Executive’s duties
                pursuant to this Agreement, or violate any applicable statute or
                regulation. Executive will not engage in any business or activity
                contrary
                to the business affairs or interests of the Bank or any of its
                subsidiaries or affiliates.

            


    

    


    
      	 	
              b.

            	
              Nothing
                contained in this Agreement will prevent or limit Executive’s right to
                invest in the capital stock or other securities or interests of any
                business dissimilar from that of the Bank, or, solely as a passive,
                minority investor, in any
                business.

            


    


    
      	 	
              c.

            	
              Executive
                agrees to maintain the confidentiality of any and all information
                concerning the operation or financial status of the Bank; the names
                or
                addresses of any of its borrowers, 

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	
            	
               

            	
              depositors
                and other customers; any information concerning or obtained from
                such
                customers; and any other information concerning the Bank or its
                subsidiaries or affiliates to which she may be exposed during the
                course
                of her employment. Executive further agrees that, unless required
                by law
                or specifically permitted by the Board in writing, she will not disclose
                to any person or entity, either during or subsequent to her employment,
                any of the above-mentioned information which is not generally known
                to the
                public, nor will she use the information in any way other than for
                the
                benefit of the Bank.

            


       

    

    11.  
Termination
      and Termination Pay.
      Subject
      to Section 12 of this Agreement, Executive’s employment under this Agreement may
      be terminated in the following circumstances:

    


    
      	 	
              a.

            	
              Death.
                Executive’s employment under this Agreement will terminate upon her death
                during the term of this Agreement, in which event Executive’s estate will
                receive the compensation due to Executive through the last day of
                the
                calendar month in which her death
                occurred.

            


    

    


    
      	 	
              b.

            	
              Retirement.
                This Agreement will terminate upon Executive’s retirement under the
                retirement benefit plan or plans in which she participates pursuant
                to
                Section 6 of this Agreement or
                otherwise.

            


    

    


    
      	
            	c.	
              Disability.

            


    

    


    
      	 	
              i.

            	
              The
                Board or Executive may terminate Executive’s employment after having
                determined Executive has a Disability. For purposes of this Agreement,
                “Disability” means a physical or mental infirmity that impairs Executive’s
                ability to substantially perform her duties under this Agreement
                and
                results in Executive becoming eligible for long-term disability benefits
                under any long-term disability plans of the Bank (or, if no such
                plans
                exist, that impairs Executive’s ability to substantially perform her
                duties under this Agreement for a period of one hundred eighty (180)
                consecutive days). The Board will determine whether or not Executive
                is
                and continues to be permanently disabled for purposes of this Agreement
                in
                good faith, based upon competent medical advice and other factors
                that the
                Board reasonably believes to be relevant. As a condition to any benefits,
                the Board may require Executive to submit to physical or mental
                evaluations and tests as the Board or its medical experts deem reasonably
                appropriate.

            


    

    


    
      	 	
              ii.

            	
              In
                the event of her Disability, Executive will no longer be obligated
                to
                perform services under this Agreement. The Bank will pay Executive,
                as
                Disability pay, an amount equal to fifty percent (50%) of Executive’s rate
                of base salary in effect as of the date of her termination of employment
                due to Disability. The Bank will make Disability payments on a monthly
                basis commencing on the first day of the month following the effective
                date of Executive’s termination of employment due to Disability and ending
                on the earlier of: (A) the date she returns to full-time employment
                at the
                Bank in the same capacity as she was employed prior to her termination
                for
                Disability; (B) her death; (C) her attainment of age 65 or (D) the
                date
                this Agreement would have expired had Executive’s employment not
                terminated by reason of Disability. The Bank will reduce Disability
                payments by the amount of any short- or long-term disability benefits
                payable to Executive under any other disability programs sponsored
                by the
                Bank. In addition, during any period of Executive’s Disability, the Bank
                will continue to provide Executive and her dependents, to the greatest
                extent possible, with continued coverage under all benefit plans
                (including, 

            


    


    
      
        
        

      

      
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    without
      limitation, retirement plans and medical, dental and life insurance plans)
      in
      which Executive and/or her dependents participated prior to her Disability
      on
      the same terms as if she remained actively employed by the Bank.

    


    
      	
            	d.	
              Termination
                for Cause.

            


    

    


    
      	 	
              i.

            	
              The
                Board may, by written notice to Executive in the form and manner
                specified
                in this paragraph, immediately terminate her employment at any time
                for
                “Cause.” Executive shall have no right to receive compensation or other
                benefits for any period after termination for Cause, except for already
                vested benefits. Termination for Cause shall mean termination because
                of
                Executive’s: 

            


    

    


    
      	 	
              (1)

            	
              Personal
                dishonesty;

            


    

    


    
      	 	
              (2)

            	
              Incompetence;

            


    

    


    
      	 	
              (3)

            	
              Willful
                misconduct;

            


    

    


    
      	 	
              (4)

            	
              Breach
                of fiduciary duty involving personal
                profit;

            


    

    


    
      	 	
              (5)

            	
              Intentional
                failure to perform stated duties;

            


    

    


    
      	 	
              (6)

            	
              Willful
                violation of any law, rule or regulation (other than traffic violations
                or
                similar offenses) or final cease-and-desist order;
                or

            


    

    


    
      	 	
              (7)

            	
              Material
                breach of any provision of this
                Agreement.

            


    

    


    
      	 	
              e.

            	
              Voluntary
                Termination by Executive.
                In addition to her other rights to terminate under this Agreement,
                Executive may voluntarily terminate employment during the term of
                this
                Agreement upon at least sixty (60) days prior written notice to the
                Board.
                Upon Executive’s voluntary termination, she will receive only her
                compensation, and vested rights and benefits to the date of her
                termination. Following her voluntary termination of employment under
                this
                Section 11(e), Executive will be subject to the restrictions set
                forth in
                Sections 11(g)(i) and 11(g)(ii) of this Agreement for a period of
                one (1)
                year from her termination date. 

            


    

    


    
      	 	
              f.

            	
              Without
                Cause or With Good Reason.

            


    

    


    
      	 	
              i.

            	
              In
                addition to termination pursuant to Sections 11(a) through 11(e),
                the
                Board may, by written notice to Executive, immediately terminate
                her
                employment at any time for a reason other than Cause (a termination
                “Without Cause”) and Executive may, by written notice to the Board,
                immediately terminate this Agreement at any time within ninety (90)
                days
                following an event constituting “Good Reason,” as defined below (a
                termination “With Good Reason”).

            


    

    


    
      	 	
              ii.

            	
              Subject
                to Section 12 of this Agreement, in the event of termination under
                this
                Section 11(f), Executive will receive her base salary and the value
                of
                employer contributions to benefit plans in which the Executive
                participated upon termination for the remaining term of the Agreement,
                paid in one lump sum within ten (10) calendar days of her termination.
                Executive will also continue to participate in any benefit plans
                of the
                Bank that provide medical, dental and life insurance coverage
                for

            


    


    
      
        
        

      

      
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    the
      remaining term of the Agreement, under terms and conditions no less favorable
      than the most favorable terms and conditions provided to senior executives
      of
      the Bank during the same period. If the Bank cannot provide such coverage
      because Executive is no longer an employee, the Bank will provide Executive
      with
      comparable coverage on an individual policy basis or the cash
      equivalent.

    


    
      	 	
              iii.

            	
              “Good
                Reason” exists if, without Executive’s express written consent, the Bank
                materially breaches any of its obligations under this Agreement.
                Without
                limitation, such a material breach will occur upon any of the
                following:

            


    

    


    
      	 	
              (1)

            	
              A
                material reduction in Executive’s responsibilities or authority in
                connection with her employment with the
                Bank;

            


    

    


    
      	 	
              (2)

            	
              Assignment
                to Executive of duties of a non-executive nature or duties for which
                she
                is not reasonably equipped by her skills and
                experience;

            


    

    


    
      	 	
              (3)

            	
              A
                reduction in salary or benefits contrary to the terms of this Agreement,
                or, following a Change in Control as defined in Section 12 of this
                Agreement, any reduction in salary or material reduction in benefits
                below
                the amounts Executive was entitled to receive prior to the Change
                in
                Control;

            


    

    


    
      	 	
              (4)

            	
              Termination
                of incentive and benefit plans, programs or arrangements, or reduction
                of
                Executive’s participation, to such an extent as to materially reduce their
                aggregate value below their aggregate value as of the Effective Date;
                

            


    

    


    
      	 	
              (5)

            	
              A
                requirement that Executive relocate her principal business office
                or her
                principal place of residence outside of the area consisting of a
                twenty-five (25) mile radius from the current main office and any
                branch
                of the Bank, or the assignment to Executive of duties that would
                reasonably require such a relocation;
                or

            


    

    


    
      	
            	(6)	
              Liquidation
                or dissolution of the Bank.

            


    

    


    
      	 	
              iv.

            	
              Notwithstanding
                the foregoing, a reduction or elimination of Executive’s benefits under
                one or more benefit plans maintained by the Bank as part of a good
                faith,
                overall reduction or elimination of such plans or benefits, applicable
                to
                all participants in a manner that does not discriminate against Executive
                (except as such discrimination may be necessary to comply with law),
                will
                not constitute an event of Good Reason or a material breach of this
                Agreement, provided that benefits of the same type or to the same
                general
                extent as those offered under such plans prior to the reduction or
                elimination are not available to other officers of the Bank or any
                affiliate under a plan or plans in or under which Executive is not
                entitled to participate.

            


    

    


    
      	 	
              g.

            	
              Continuing
                Covenant Not to Compete or Interfere with Relationships.
                Regardless of anything herein to the contrary, following a termination
                by
                the Bank or Executive pursuant to Section 11(e) or
                11(f):

            


    

     

    
      
        	 	
                i.

              	
                Executive’s
                  obligations under Section 10(c) of this Agreement will continue
                  in effect;
                  and

              


      

      



    

    
      
        
        

      

      
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              ii.

            	
              During
                the period ending on the first anniversary of such termination, Executive
                will not serve as an officer, director or employee of any bank holding
                company, bank, savings association, savings and loan holding company,
                mortgage company or other financial institution that offers products
                or
                services competing with those offered by the Bank from any office
                within
                thirty-five (35) miles from the main office or any branch of the
                Bank and,
                further, Executive will not interfere with the relationship of the
                Bank,
                its subsidiaries or affiliates and any of their employees, agents,
                or
                representatives. 

            


    

    


    
      	 	
              h.

            	
              To
                the extent Executive is a member of the Board on the date of termination
                of employment with the Bank, Executive will resign from the Board
                immediately following such termination of employment with the Bank.
                Executive will be obligated to tender this resignation regardless
                of the
                method or manner of termination, and such resignation will not be
                conditioned upon any event or
                payment.

            


    

    


    
      	
            	12.	
              Termination
                in Connection with a Change in Control.

            


    

    


    
      	 	
              a.

            	
              For
                purposes of this Agreement, a “Change in Control” means any of the
                following events:

            


    

    


    
      	 	
              i.

            	
              Merger:
                Northeast Community Bancorp, Inc. (the “Company”) merges into or
                consolidates with another entity, or merges another corporation into
                the
                Company, 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
                immediately before the merger or
                consolidation;

            


    

    


    
      	 	
              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 voting securities, but this clause (ii) shall not apply to
                beneficial ownership of Company 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 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 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 members) by a vote of at least two-thirds
                (2/3)
                of the directors who were directors at the beginning of the two-year
                period shall be deemed to have also been a director at the beginning
                of
                such period; or

            


    

    


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

            


    

    


    
      	 	
              b.

            	
              Termination.
                If within the period ending one year after a Change in Control, (i)
                the
                Bank terminates Executive’s employment Without Cause, or (ii) Executive
                voluntarily terminates her employment With Good Reason, the Bank
                will,
                within ten calendar days of the


            


    


    
      
        
        

      

      
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    termination
      of Executive’s employment, make a lump-sum cash payment to her equal to three
      times Executive’s average “Annual Compensation” over the five (5) most recently
      completed calendar years, ending with the year immediately preceding the
      effective date of the Change in Control. “Annual Compensation” will include base
      salary and any other taxable income, including, but not limited to, amounts
      related to the granting, vesting or exercise of restricted stock or stock option
      awards, commissions, bonuses, retirement benefits, director or committee fees
      and fringe benefits paid to Executive or accrued for Executive’s benefit. Annual
      Compensation will also include profit sharing, employee stock ownership plan
      and
      other retirement contributions or benefits, including to any tax-qualified
      plan
      or arrangement (whether or not taxable) made or accrued on behalf of Executive
      for such year. The cash payment made under this Section 12(b) shall be made
      in
      lieu of any payment also required under Section 11(f) of this Agreement because
      of Executive’s termination of employment, however, Executive’s rights under
      Section 11(f) are not otherwise affected by this Section 12. Following
      termination of employment, executive will also continue to participate in any
      benefit plans of the Bank that provide medical, dental and life insurance
      coverage upon terms no less favorable than the most favorable terms provided
      to
      senior executives. If the Bank cannot provide such coverage because Executive
      is
      no longer an employee, the Bank will provide Executive with comparable coverage
      on an individual basis or the cash equivalent. The medical, dental and life
      insurance coverage provided under this Section 12(b) shall cease upon the
      earlier of: (i) Executive’s death; (ii) Executive’s employment by another
      employer other than one of which she is the majority owner; or (iii) thirty-six
      (36) months after her termination of employment.

    


    
      	 	
              c.

            	
              The
                provisions of Section 12 and Sections 14 through 27, including the
                defined
                terms used in such sections, shall continue in effect until the later
                of
                the expiration of this Agreement or one year following a Change in
                Control.

            


    

    


    
      	 	
              d.

            	
              Notwithstanding
                anything in this Section 12 to the contrary, a “Change in Control” for
                purposes of this Agreement shall not include any corporate restructuring
                transaction by the Bank, including, but not limited to, a mutual
                to stock
                conversion, provided that the Board of Directors of the Bank immediately
                preceding such transaction constitutes at least a majority of the
                Board of
                Directors of the Bank after such
                transaction.

            


    

    


    
      	 	
              13.

            	
              Indemnification
                and Liability Insurance.

            


    

    


    
      	 	
              a.

            	
              Indemnification.
                The Bank agrees to indemnify Executive (and her heirs, executors,
                and
                administrators), and to advance expenses related to this indemnification,
                to the fullest extent permitted under applicable law and regulations
                against any and all expenses and liabilities that Executive reasonably
                incurs in connection with or arising out of any action, suit, or
                proceeding in which she may be involved by reason of her service
                as a
                director or executive of the Bank or any of its subsidiaries or affiliates
                (whether or not she continues to be a director or executive at the
                time of
                incurring any such expenses or liabilities). Covered expenses and
                liabilities include, but are not limited to, judgments, court costs,
                and
                attorneys’ fees and the costs of reasonable settlements, subject to Board
                approval, if the action is brought against Executive in her capacity
                as an
                executive or director of the Bank or any of its subsidiaries.
                Indemnification for expenses will not extend to matters related to
                Executive’s termination for Cause. Notwithstanding anything in this
                Section 13(a) to the contrary, the Bank will not be required to provide
                indemnification prohibited by applicable law or regulation. The
                obligations of this Section 13 will survive the term of this Agreement
                by
                a period of six (6) years.

            


    


    
      
        
        

      

      
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              b.

            	
              Insurance.
                During the period for which the Bank must indemnify Executive, the
                Bank
                will provide Executive (and her heirs, executors, and administrators)
                with
                coverage under a directors’ and officers’ liability policy at the Bank’s
                expense, that is at least equivalent to the coverage provided to
                directors
                and senior executives of the Bank.

            


    

    


    14.   Reimbursement
      of Executive’s Expenses to Enforce this Agreement.
      The
      Bank
      will reimburse Executive for all out-of-pocket expenses, including, without
      limitation, reasonable attorneys’ fees, incurred by Executive in connection with
      her successful enforcement of the Bank’s obligations under this Agreement.
      Successful enforcement means the grant of an award of money or the requirement
      that the Bank take some specified action: (i) as a result of court order; or
      (ii) otherwise following an initial failure of the Bank to pay money or take
      action promptly following receipt of a written demand from Executive stating
      the
      reason that the Bank must make payment or take action under this
      Agreement.

    


    15.    Limitation
      of Benefits Under Certain Circumstances.
      If
      the
      payments and benefits pursuant to Section 12 of this Agreement, either alone
      or
      together with other payments and benefits Executive has the right to receive
      from the Bank, would constitute a “parachute payment” under Section 280G of the
      Internal Revenue Code of 1986, as amended (the “Code”), the payments and
      benefits pursuant to Section 12 shall be reduced or revised, in the manner
      determined by Executive, by the amount, if any, which is the minimum necessary
      to result in no portion of the payments and benefits under Section 12 being
      non-deductible to the Bank pursuant to Section 280G of the Code and subject
      to
      the excise tax imposed under Section 4999 of the Code. The Bank’s independent
      public accountants will determine any reduction in the payments and benefits
      to
      be made pursuant to Section 12; the Bank will pay for the accountant’s opinion.
      If the Bank and/or Executive do not agree with the accountant’s opinion, the
      Bank will pay to Executive the maximum amount of payments and benefits pursuant
      to Section 12, as selected by Executive, that the opinion indicates have a
      high
      probability of not causing any of the payments and benefits to be non-deductible
      to the Bank and subject to the imposition of the excise tax imposed under
      Section 4999 of the Code. The Bank may also request, and Executive has the
      right
      to demand that the Bank request, a ruling from the IRS as to whether the
      disputed payments and benefits pursuant to Section 12 have such tax
      consequences. The Bank will promptly prepare and file the request for a ruling
      from the IRS, but in no event will the Bank make this filing later than thirty
      (30) days from the date of the accountant’s opinion referred to above. The
      request will be subject to Executive’s approval prior to filing; Executive shall
      not unreasonably withhold her approval. The Bank and Executive agree to be
      bound
      by any ruling received from the IRS and to make appropriate payments to each
      other to reflect any IRS rulings, together with interest at the applicable
      federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained
      in this Agreement shall result in a reduction of any payments or benefits to
      which Executive may be entitled upon termination of employment other than
      pursuant to Section 12 hereof, or a reduction in the payments and benefits
      specified in Section 12, below zero.

    


    16.    Injunctive
      Relief.
      Upon
      a
      breach or threatened breach of Section 11(g) of this Agreement or the
      prohibitions upon disclosure contained in Section 10(c) of this Agreement,
      the
      parties agree that there is no adequate remedy at law for such breach, and
      the
      Bank shall be entitled to injunctive relief restraining Executive from such
      breach or threatened breach, but such relief shall not be the exclusive remedy
      for a breach of this Agreement. The parties further agree that Executive,
      without limitation, may seek injunctive relief to enforce the obligations of
      the
      Bank under this Agreement.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
            	17.	
              Successors
                and Assigns.

            


    

    


    
      	 	
              a.

            	
              This
                Agreement shall inure to the benefit of and be binding upon any corporate
                or other successor of the Bank which shall acquire, directly or
                indirectly, by merger, consolidation, purchase or otherwise, all
                or
                substantially all of the assets or stock of the
                Bank.

            


    

    


    
      	 	
              b.

            	
              Since
                the Bank is contracting for the unique and personal skills of Executive,
                Executive shall not assign or delegate her rights or duties under
                this
                Agreement without first obtaining the written consent of the
                Bank.

            


    

    


    18.    
      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 and no such payment shall
      be
      offset or reduced by the amount of any compensation or benefits provided to
      Executive in any subsequent employment.

    


    19.     Notices.
      All
      notices, requests, demands and other communications in connection with this
      Agreement shall be made in writing and shall be deemed to have been given when
      delivered by hand or 48 hours after mailing at any general or branch United
      States Post Office, by registered or certified mail, postage prepaid, addressed
      to the Bank at their principal business offices and to Executive at her home
      address as maintained in the records of the Bank.

    


    20.     Source
      of Payments.
      All
      payments provided for under this Agreement shall be timely paid in cash or
      check
      from the general funds of the Bank. The Company, however, unconditionally
      guarantees payment and provision of all amounts and benefits due under this
      Agreement. In the event the Bank does not pay such amounts or provide such
      benefits, they shall be paid or provided by the Company. 

    


    21.     No
      Plan Created by this Agreement.
      Executive
      and the Bank expressly declare and agree that this Agreement was negotiated
      among them and that no provision or provisions of this Agreement are intended
      to, or shall be deemed to, create any plan for purposes of the Employee
      Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation,
      and each party expressly waives any right to assert the contrary. Any assertion
      in any judicial or administrative filing, hearing, or process that an ERISA
      plan
      was created by this Agreement shall be deemed a material breach of this
      Agreement by the party making the assertion.

    


    22.     Amendments.
      No
      amendments or additions to this Agreement shall be binding unless made in
      writing and signed by all of the parties, except as herein otherwise
      specifically provided.

    


    23.     Applicable
      Law.
      Except
      to the extent preempted by federal law, the laws of the State of New York shall
      govern this Agreement in all respects, whether as to its validity, construction,
      capacity, performance or otherwise.

    


    24.     Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any one provision shall not affect the validity or
      enforceability of the other provisions of this Agreement.

    


    25.    Headings.
      Headings
      contained in this Agreement are for convenience of reference only.

    


    26.     Entire
      Agreement.
      This
      Agreement, together with any modifications subsequently agreed to in writing
      by
      the parties, shall constitute the entire agreement among the parties with
      respect to the 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    foregoing
      subject matter, other than written
      agreements applicable to specific plans, programs or arrangements described
      in
      Sections 5 and 6. 

     

    27.     Required
      Provisions.
      In the
      event any of the foregoing provisions of this Agreement conflict with the terms
      of this Section 27, this Section 27 shall prevail.

    


    
      	
            	a.	
              The
                Bank’s board of directors may terminate Executive’s employment at any
                time, but any termination by the Bank, other than termination for
                Cause,
                shall not prejudice Executive’s right to compensation or other benefits
                under this Agreement. Executive shall not have the right to receive
                compensation or other benefits for any period after termination for
                Cause
                as defined in Section 11(d) of this
                Agreement.

            


    

    


    
      	 	
              b.

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

            


    

    


    
      	 	
              c.

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

            


    

    


    
      	 	
              d.

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

            


    

    


    
      	 	
              e.

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

            


    

    


    
      	
            	f.	
              Any
                payments made to Executive pursuant to this Agreement, or otherwise,
                are
                subject to and conditioned upon their compliance with 12 U.S.C. Section
                1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute
                and
                Indemnification Payments.

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on October
      17, 2006.

    


    


    
      	
              ATTEST:

            	 	
              NORTHEAST
                COMMUNITY BANK

            
	 	 	 	 
	 	 	 	 
	/s/
              Kenneth H. Thomas	 	
              By:

            	/s/
              Kenneth A. Martinek
	
              Witness

            	 	 	
              For
                the Entire Board of Directors

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              ATTEST:

            	 	
              NORTHEAST
                COMMUNITY BANCORP, INC.

            
	 	 	
              (As
                Guarantor)

            
	 	 	 	 
	 	 	 	 
	/s/
              Kenneth H. Thomas 	 	
              By:

            	/s/
              Kenneth A. Martinek 
	
              Witness

            	 	 	
              For
                the Entire Board of Directors

            
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              EXECUTIVE

            
	 	 	 	 
	 	 	 	 
	/s/
              Kenneth H. Thomas 	 	
              By:

            	/s/
              Susan Barile
	 	 	 	
              Susan
                Barile 

            
	 	 	 	 


    

    


    11