ex10_4.htm


    
      

    

    
      EXHIBIT
10.4

      


      FIRST
AMENDMENT TO THE

      EMPLOYMENT
AGREEMENT

      ENTERED
INTO AS OF JUNE 1, 1999

      BETWEEN

      CARVER
FEDERAL SAVINGS BANK

      AND
DEBORAH C. WRIGHT

      


      Carver
Federal Savings Bank, a federally chartered stock savings bank organized and
existing under the laws of the United States of America (the “Bank”) has entered
into an Employment Agreement as of June 1, 1999 (the “Agreement”) with Deborah
C. Wright (“Wright”), whereby Wright is employed as President and Chief
Executive Officer of the Bank.  The Bank and Wright now desire to
amend the Agreement by adding a Section 30 to comply with the provisions of the
Capital Purchase Program of the Troubled Asset Relief Program (“TARP”) of the
Emergency Economic Stabilization Act of 2008 to read as follows:

      


      
        	
                 
      

              	
                “30

              	
                Compliance with the
      Capital Purchase Program of the Troubled Asset Relief Program
      (TARP).

              


      

      


      Notwithstanding
anything in this Agreement to the contrary, during the period that the U.S.
Department of Treasury (“Treasury”) holds a debt or equity position in Carver
Bancorp, Inc. (the “Company”) in connection with the Capital Purchase Program,
the Company shall be entitled to recover the amount of any bonus or compensation
credited or paid to any Participant under this Agreement that is reasonably
determined at any time by the Company to have been calculated or based on
materially inaccurate financial statements or other materially inaccurate
performance metric criteria.

      


      No
Participant may receive any payment under this Agreement during the period that
the Treasury holds a debt or equity position in the Company pursuant to the
Capital Purchase Program if the receipt of such payment alone or when added to
any other payment would cause such Participant to receive an “excess parachute
payment” within the meaning of Section 280G (and specifically giving effect to
subsection (e) thereof) of the Internal Revenue Code of 1986, as amended (the
“Section 280G limitation”).  The Company shall retain the final
authority to reduce or eliminate entirely any payouts pursuant to this Plan to
give full effect to the Section 280G limitation set forth in this
paragraph.”

      


      All other
terms and conditions in the Agreement remain in full force and
effect.

      


      IN
WITNESS WHEREOF, the parties hereto have executed this First Amended Employment
Agreement as of the 14TH  day
of January, 2009.

      


      
        
          
            
              
                	
                        Carver
      Federal Savings Bank

                      	 
	 
      	 
      	 
	 
      	 
      	 
	
                        By:

                      	
                        /s/

                      	 
	 
      	
                        Mark
      A. Ricca

                      	 
	 
      	
                        Executive
      Vice President, Chief Risk Officer and General Counsel

                      
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                        /s/

                      	 
	 
      	
                         Deborah
      C. Wright