exv10w5



 





Exhibit 10.5




NORTHFIELD SAVINGS BANK




EMPLOYMENT AGREEMENT




     This Agreement (this “Agreement”) is made effective as of the 1st day of July, 2006 (the
“Effective Date”), by and between Northfield Savings Bank (the “Bank”), a New York-chartered
savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York
10314-3598, and Steven M. Klein (“Executive”).



WITNESSETH:




     WHEREAS, the Bank is a wholly-owned subsidiary of Northfield Holdings Corp., a corporation
organized under the laws of the State of New York (the “Company”). The Company is a wholly-owned
subsidiary of NSB Holding Corp., a New York-chartered mutual holding company (the “Mutual Holding
Company”). The Bank wishes to assure itself of the services of Executive for the period provided
in this Agreement; and



     WHEREAS, Executive is willing to serve in the employ of the Bank on a full-time basis as its
Executive Vice President and Chief Financial Officer on the terms and conditions hereinafter set
forth.



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



1. POSITION AND RESPONSIBILITIES.




     During the term of Executive’s employment hereunder, Executive agrees to serve as the
Executive Vice President and Chief Financial Officer of the Bank. Executive shall perform
administrative and management services for the Bank which are customarily performed by persons in a
similar executive officer capacity. During said period, Executive also agrees to serve as an
officer and director of any subsidiary of the Bank or the Company, if elected.



2. TERM OF EMPLOYMENT.




     (a) The term of Executive’s employment under this Agreement shall commence as of the Effective
Date and shall continue thereafter for a period of three (3) years. Commencing on the first
anniversary date of this Agreement (the “Anniversary Date”) and continuing on each Anniversary Date
thereafter, the term of this Agreement shall renew for an additional year such that the remaining
term of this Agreement is always three (3) years, unless written notice of non-renewal (a
“Non-Renewal Notice”) is provided to Executive at least thirty (30) days and not more than sixty
(60) days prior to such Anniversary Date, in which case the term of this Agreement shall become
fixed and shall end three (3) years following such Anniversary Date. The disinterested members of
the Board of Directors (the “Board”) of the Bank will conduct a performance evaluation and review
of Executive annually for purposes of determining whether to give notice not to extend the term of
this Agreement, and the results thereof shall be included in the minutes of the Board’s meeting.













 





     (b) Notwithstanding anything contained in this Agreement to the contrary, either Executive or
the Bank may terminate Executive’s employment with the Bank at any time during the term of this
Agreement, subject to the terms and conditions of this Agreement.



3. COMPENSATION AND REIMBURSEMENT.




     (a) The compensation specified under this Agreement shall constitute consideration paid by the
Bank in exchange for duties described in Section 1 of this Agreement. The Bank shall pay
Executive, as compensation, a salary of not less than $206,700 per year (“Base Salary”). Base
Salary shall include any amounts of compensation deferred by Executive under any employee benefit
plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be
payable bi-weekly or, if different, in accordance with the Bank’s customary payroll practices.
During the term of this Agreement, Executive’s Base Salary shall be reviewed at least annually by
the 31st day of each January. Such review shall be conducted by the Board or by a
committee designated by the Board. The committee or the Board may increase (but not decrease)
Executive’s Base Salary at any time. Any increase in Base Salary shall become the “Base Salary”
for purposes of this Agreement. The Board may engage the services of an independent consultant to
determine the appropriate Base Salary. In addition to the Base Salary provided in this Section,
the Bank shall also provide Executive with all such other benefits as are provided uniformly to
full-time employees of the Bank, on the same basis (including cost) that such benefits are provided
to other senior officers of the Bank.



     (b) In addition to the Base Salary provided for in Section 3(a), the Bank will provide
Executive with the opportunity to participate in employee benefit plans, arrangements and
perquisites substantially equivalent to those in which Executive was participating or otherwise
deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any
other employee benefit plans, arrangements and perquisites suitable for the Bank’s senior
executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without
Executive’s prior written consent, make any changes in such plans, arrangements or perquisites
which would adversely affect Executive’s rights or benefits thereunder, without separately
providing for an arrangement that ensures Executive receives or will receive the economic value
that Executive would otherwise lose as a result of such adverse effect, unless such changes apply
equally to all other employees or senior officers of the Bank. Without limiting the generality of
the foregoing provisions of this Section 3(b), Executive shall be entitled to participate in or
receive benefits under any employee benefit plans, whether tax-qualified or otherwise, including,
but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans,
pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option
plans, health-and-accident plans, medical coverage or any other employee benefit plan or
arrangement made available by 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 (including designation by the Board of eligibility to
participate, if applicable). Executive shall also be entitled to incentive compensation and
bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to
participate (and he shall be entitled to a pro rata distribution under any incentive compensation
or bonus plan as to any year in which a termination of employment occurs, other than Termination
for Just Cause). Nothing paid to Executive under any such plans



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or arrangements will be deemed to be in lieu of other compensation to which Executive is
entitled under this Agreement.



     (c) In addition to the Base Salary provided for by Section 3(a) and other compensation and
benefits provided for by Section 3(b), the Bank shall pay or reimburse Executive for all reasonable
expenses incurred by Executive in performing his obligations under this Agreement in accordance
with the Bank’s reimbursement policies.



     (d) Executive shall be entitled to paid time off in accordance with the standard policies of
the Bank for senior executive officers, but in no event less than thirty (30) days paid time off
during each year of employment. Executive shall receive his Base Salary and other benefits during
periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance
with the policies of the Bank.



4. OUTSIDE ACTIVITIES.




     During the term 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. Executive also may serve as a member of the board of
directors of business, trade association, community and charitable organizations subject to the
annual approval of the Board; provided that in each case such service shall not materially
interfere with the performance of his duties under this Agreement or present any conflict of
interest. Executive shall provide to the Board annually a list of all organizations for which
Executive serves as a director or in a similar capacity for purposes of obtaining the Board’s
approval of Executive’s service on the boards of such organizations. Such service to and
participation in outside organizations shall be presumed for these purposes to be for the benefit
of the Bank, and the Bank shall reimburse Executive his reasonable expenses associated therewith,
except for such items that are tax deductible by the Executive as charitable contributions.



5. 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 5 shall apply. As used in this
Agreement, an “Event of Termination” shall mean and include any of the following:




	 	(i)	 	the termination by the Bank of Executive’s full-time employment
hereunder for any reason other than termination governed by Section 6
(Termination for Just Cause) or termination governed by Section 7 (termination
due to Disability or death); or
	 
	 	(ii)	 	Executive’s resignation from the Bank’s employ for any of the
following reasons:






	 	(A)	 	the failure to elect or reelect or to appoint
or reappoint Executive to the position set forth under Section 1;




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	 	(B)	 	a material change in Executive’s functions,
duties, or responsibilities with the Bank, which change would cause
Executive’s position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof described
in Section 1, above;
	 
	 	(C)	 	a relocation of Executive’s principal place of
employment by more than 30 miles from the main office of the Bank on
Staten Island and the Rahway branch of the Bank in Rahway, New Jersey;
	 
	 	(D)	 	a material reduction in the benefits and
perquisites to Executive from those being provided as of the Effective
Date of this Agreement, other than a reduction that is part of a
Bank-wide reduction in pay or benefits;
	 
	 	(E)	 	a liquidation or dissolution of the Company or
the Bank, other than a liquidation or dissolution that is caused by a
reorganization or a mutual-to-stock conversion of the Mutual Holding
Company which does not affect the status of Executive; or
	 
	 	(F)	 	a material breach of this Agreement by the
Bank.






	 	 	 	Upon the occurrence of any event described in clauses (A), (B), (C), (D),
(E) or (F), above, Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon not less than sixty (60)
days prior written Notice of Termination, as defined in Section 9(a), given
within six (6) full calendar months after the event giving rise to said
right to elect. Notwithstanding the preceding sentence, in the event of a
continuing breach of this Agreement by the Bank, Executive, after giving due
notice within the prescribed time frame of an initial event specified above,
shall not waive any of his rights under this Agreement and this Section
solely by virtue of the fact that Executive has submitted his resignation,
provided Executive has remained in the employment of the Bank and is engaged
in good faith discussions to resolve any occurrence of an event described in
clauses (A), (B), (C), (D) or (F) above.
	 
	 	(iii)	 	Executive’s voluntary resignation from the Bank’s employ on
the effective date of, or at any time following, a Change in Control of the
Bank or the Company during the term of this Agreement. For these purposes, a
Change in Control of the Bank or the Company shall mean a change in control of
a nature that: (i) would be required to be reported in response to Item 5.01 of
the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”); or (ii) without limitation such a Change in Control shall be deemed to
have occurred at such time as (a) any “person” (as the term is used in Sections
13(d) and 14(d) of the Exchange Act),




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	 	 	 	other than the Mutual Holding Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 25% or more of the combined voting
power of Company’s outstanding securities except for any securities
purchased by the Bank’s employee stock ownership plan or trust; or (b)
individuals who constitute the Board of Directors of the Company on the date
hereof (the “Incumbent Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to
the date hereof whose election was approved by a vote of at least a majority
of the directors shall be, for purposes of this clause (b), considered as
though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction in which the Bank
or Company is not the surviving institution occurs; or (d) a proxy statement
is distributed soliciting proxies from stockholders of the Company, by
someone other than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of
the Company or similar transaction with one or more corporations or
financial institutions, and as a result of such proxy solicitation, a plan
of reorganization, merger, consolidation or similar transaction involving
the Company is approved by the requisite vote of the Company’s stockholders;
or (e) a tender offer is made for 25% or more of the voting securities of
the Company and the shareholders owning beneficially or of record 25% or
more of the outstanding securities of the Company have tendered or offered
to sell their shares pursuant to such tender offer and such tendered shares
have been accepted by the tender offeror. Notwithstanding anything to the
contrary herein, a Change in Control shall not be deemed to have occurred in
the event that (i) the Company sells less than 50% of its outstanding common
stock in one or more stock offerings, or (ii) the Company or the Mutual
Holding Company converts to stock form by reorganizing into the stock
holding company structure.





     (b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in
Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or
liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of
the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is
entitled as a former employee under the employee benefit plans and programs and compensation plans
and programs maintained for the benefit of the Bank’s or Company’s officers and employees; (iii)
the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b),
if he had continued his employment with the Bank for a thirty-six (36) month period following his
termination of employment, and had earned a bonus and/or incentive award in each year equal in
amount to the average bonus and/or incentive award earned by him over the three calendar years
preceding the year in which the termination occurs in the case of a termination pursuant to Section
5(a)(i) or 5(a)(ii), or the highest annual bonus and/or incentive award earned by him in any of the
three calendar years preceding the year in



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which the termination occurs in the case of a termination pursuant to Section 5(a)(iii); and
(iv) the annual contributions or payments that would have been made on Executive’s behalf to any
employee benefit plans of the Bank or the Company as if Executive had continued his employment with
the Bank for a thirty-six (36) month period following his termination of employment, based on
contributions or payments made (on an annualized basis) at the Date of Termination. Any payments
hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, or in
the event that Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) applies, no
later than the first day of the seventh month following the Date of Termination. Such payments
shall not be reduced in the event Executive obtains other employment following termination of
employment.



     (c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life,
medical, dental and disability coverage substantially identical to the coverage maintained by the
Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue
at the Bank’s expense for a period of thirty-six (36) months from the Date of Termination.



     (d) Notwithstanding anything herein to the contrary, in no event shall the aggregate payments
or benefits to be made or afforded to Executive under this Section constitute an “excess parachute
payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any
successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be
reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount
equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G.
The allocation of the reduction required hereby shall be determined by Executive.



6. TERMINATION FOR JUST CAUSE.




     (a) The term “Termination for Just Cause” shall mean termination because of: (i) Executive’s
being convicted of a felony or of any lesser criminal offense involving moral turpitude; (ii) the
willful commission by the Executive of a criminal or other act that, in the judgment of the Board,
would likely cause substantial economic damage to the Company or the Bank or substantial injury to
the business reputation of the Company or Bank; (iii) the commission by the Executive of any act of
fraud in the performance of his duties on behalf of the Company or Bank or a material violation of
the Company’s or the Bank’s code of ethics; (iv) the continuing willful failure of the Executive to
perform his duties to the Company or the Bank (other than any such failure resulting from the
Executive’s incapacity due to physical or mental illness) after written notice thereof has been
given to Executive by the Board (specifying the particulars thereof in reasonable detail) and
Executive has been given a reasonable opportunity to be heard and cure such failure; or (v) an
order of a federal or state regulatory agency or a court of competent jurisdiction requiring the
termination of the Executive’s employment by the Company or the Bank. For purposes of this
Section, no act, or the failure to act, on Executive’s part shall be “willful” unless done, or
omitted to be done, in bad faith and without reasonable belief that the action or omission was in
the best interests of the Bank or its affiliates.



     (b) Notwithstanding Section 6(a), the Bank may not terminate Executive for Just Cause unless
and until there shall have been delivered to him a Notice of Termination which shall



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include a copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership 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 Just Cause and specifying the particulars thereof in detail. Executive
shall not have the right to receive compensation or other benefits for any period after Termination
for Just Cause. During the period beginning on the date of the Notice of Termination for Just
Cause pursuant to Section 6 hereof through the Date of Termination, any unvested stock options and
related limited rights granted to Executive under any stock option plan shall not be exercisable
nor shall any unvested awards granted to Executive under any stock benefit plan of the Bank, the
Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, any such
unvested stock options and related limited rights and any such unvested awards shall become null
and void and shall not be exercisable by or delivered to Executive at any time subsequent to such
Termination for Just Cause. In the Event of Executive’s Termination for Just Cause, Executive
shall resign as a director of the Company and the Bank, and as a director and/or officer of any
subsidiary or affiliate of the Company and/or the Bank.



7. TERMINATION FOR DISABILITY OR DEATH.




     (a) The Bank or Executive may terminate Executive’s employment after having established
Executive’s Disability. For purposes of this Agreement, “Disability” means a physical or mental
infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement
and that results in Executive’s becoming eligible for long-term disability benefits under a
long-term disability plan of the Company or the Bank (or, if the Company or the Bank has no such
plan in effect, that impairs Executive’s ability to substantially perform his duties under this
Agreement for a period of one hundred eighty (180) consecutive days). The Board shall determine in
good faith, based upon competent medical advice and other factors that they reasonably believe to
be relevant, whether or not Executive is and continues to be disabled for purposes of this
Agreement. As a condition to any benefits, the Board may require Executive to submit to such
physical or mental evaluations and tests as it deems reasonably appropriate, at the Bank’s expense.



     (b) In the event of such Disability, Executive’s obligation to perform services under this
Agreement will terminate. In the event of such termination, Executive shall continue to receive
his Base Salary, as defined in Section 3(a), at the rate in effect on the Date of Termination for a
period of one (1) year following the Date of Termination by reason of Disability. Such payments
shall be reduced by the amount of any short- or long-term disability benefits payable to Executive
under any disability program sponsored by the Company or the Bank (and if the disability insurance
payments are excludable from Executive’s income for federal income tax purposes, such amounts due
Executive under Section 6(b), shall be tax adjusted, assuming a combined federal, state and city
tax rate of 38%, for purposes of determining the reduction in the payments due under this Agreement
to reflect the tax-free nature of the disability insurance payment – by way of illustration, a $100
tax-free disability insurance payment shall reduce the payment due under this Agreement by
$161.30). In addition, in the event of termination due to Executive’s Disability, the Bank will
continue to provide to Executive and his dependents for a period of one (1) year, the medical,
dental and other health benefits that were provided by the Bank to Executive and Executive’s family
prior to the occurrence of Executive’s Disability, on the same terms (including cost to Executive)
that were being provided to Executive immediately



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prior to the termination (except to the extent such benefits are changed in their application
to all continuing employees of the Bank).



     (c) In the event of Executive’s death during the term of this Agreement, his estate, legal
representatives or named beneficiary or beneficiaries (as directed by Executive in writing) shall
be paid Executive’s Base Salary, as defined in Section 3(a), at the rate in effect at the time of
Executive’s death for a period of one (1) year from the date of Executive’s death, and the Bank
will continue to provide, for one (1) year after Executive’s death, the same medical, dental, and
other health benefits that were provided by the Bank to Executive’s family immediately prior to the
Executive’s death, on the same terms, including cost, as if Executive were actively employed by the
Bank, except to the extent the terms (including cost) of such benefits are changed in their
application to all continuing employees of the Bank.



8. TERMINATION UPON RETIREMENT.




     Termination of Executive’s employment based on “Retirement” shall mean termination of
Executive’s employment on or after age 65 and in accordance with a retirement policy established by
the Board. Upon termination of Executive based on Retirement, no amounts or benefits shall be due
Executive under this Agreement, and Executive shall be entitled to all benefits under any
retirement plan of the Bank and other plans to which Executive is a party.



9. NOTICE.




     (a) Any notice required under this Agreement shall be in writing and hand-delivered to the
other party. Any termination by the Bank or by Executive shall be communicated by Notice of
Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination”
shall mean a written notice which shall indicate the 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.



     (b) “Date of Termination” shall mean (A) if Executive’s employment is terminated for
Disability, thirty (30) days after a Notice of Termination is given (provided that he shall not
have returned to the performance of his duties on a full-time basis during such thirty (30) day
period), and (B) if his employment is terminated for any other reason, the date specified in the
Notice of Termination.



     (c) If the party receiving a Notice of Termination desires to dispute or contest the basis or
reasons for termination, the party receiving the Notice of Termination must notify the other party
within thirty (30) days after receiving the Notice of Termination that such a dispute exists, and
shall pursue the resolution of such dispute in good faith and with reasonable diligence pursuant to
Section 20 of this Agreement. During the pendency of any such dispute, neither the Company nor the
Bank shall be obligated to pay Executive compensation or other payments beyond the Date of
Termination.



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10. POST-TERMINATION OBLIGATIONS.




     Executive shall, upon reasonable notice, furnish such information and assistance honestly and
in good faith to the Bank or the Company as may reasonably be required by the Bank or the Company
in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may
become, a party. All payments and benefits to Executive under this Agreement shall be subject to
Executive’s compliance with this Section for one (1) full year after the earlier of the expiration
of this Agreement or termination of Executive’s employment with the Bank.



11. NON-COMPETITION AND NON-DISCLOSURE.




     (a) As a material inducement for the Bank to enter into this Agreement, upon any termination
of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a
termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executive
agrees not to compete with the Bank for a period of two (2) years following such termination in any
city, town or county in which Executive’s normal business office is located and the Bank has an
office or has filed an application for regulatory approval to establish an office, determined as of
the effective date of such termination, except as agreed to pursuant to a resolution duly adopted
by the Board. Executive agrees that during such period and within said cities, towns and counties,
Executive shall not 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 Bank. Executive further agrees that for a period of two (2) years following any
termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the
following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert
any business from the Bank or the Company: (i) any person who was an employee of the Bank or the
Company during the term of this Agreement; or (ii) any customer or client of the Bank or the
Company. Further, Executive will not directly or indirectly disclose the names, addresses,
telephone numbers, compensation, or other arrangements between the Bank or the Company and any
individual or entity described in Sections (i) and (ii) of this Section. The parties hereto,
recognizing that irreparable injury will result to the Bank, its business and property in the event
of Executive’s breach of this Subsection agree that in the event of any such breach by Executive,
the Bank will be entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants,
employees and all persons acting for or under the direction of Executive. Nothing herein will be
construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such
breach or threatened breach, including the recovery of damages from Executive.



     (b) Executive recognizes and acknowledges that the knowledge of the business activities, plans
for business activities, and all other proprietary information of the Bank or the Company as it may
exist from time to time, are valuable, special and unique assets of the business of the Bank or 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 or any other similar proprietary
information of the Bank or the Company to any person, firm, corporation, or other entity for any
reason or purpose whatsoever unless expressly authorized by the Board of Directors or required by
law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial
and/or economic principles, concepts or ideas which are not



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solely and exclusively derived from the business plans and activities of the Bank or the
Company. Further, Executive may disclose information regarding the business activities of the Bank
or the Company to any bank regulator having regulatory jurisdiction over the activities of the Bank
or the Company, pursuant to a formal regulatory request. In the event of a breach or threatened
breach by Executive of the provisions of this Section, the Bank or the Company will be entitled to
an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the
past, present, planned or considered business activities of the Bank or the Company, or any other
similar proprietary information, or from rendering any services to any person, firm, corporation,
or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to
be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other
remedies available to the Bank for such breach or threatened breach, including the recovery of
damages from Executive.



12. SOURCE OF PAYMENTS.




     All payments provided in 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 hereunder to Executive and, if such amounts and benefits due from the Bank
are not timely paid or provided by the Bank, such amounts and benefits shall be paid or provided by
the Company.



13. 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 Bank or any predecessor of the Bank and Executive, except
that this Agreement shall not affect or operate to reduce any benefit, compensation, tax
indemnification or other provision inuring to the benefit of Executive under any agreement between
Executive, the Bank or the Company. 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.



14. NO ATTACHMENT.




     (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 affect 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 and the Bank
and their respective successors and assigns.



15. MODIFICATION AND WAIVER.




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



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     (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 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.



16. REQUIRED PROVISIONS.




     Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and
conditioned upon compliance with 12 U.S.C. Section 1828(k) and any rules and regulations
promulgated thereunder, including 12 C.F.R. Part 359, and to the extent applicable, 12 C.F.R.
§563.39.



17. 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 provisions 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.



18. 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.



19. GOVERNING LAW.




     This Agreement shall be governed by the laws of the State of New York, without regard to its
conflict of law principles, unless superceded by federal law or otherwise specified herein.



20. ARBITRATION.




     Any dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by binding arbitration, as an alternative to civil litigation and without any trial by
jury to resolve such claims, conducted by a single arbitrator selected by mutual agreement of
Executive and the Bank, sitting in a location selected by Executive within fifty (50) miles from
the main office of the Bank, in accordance with the rules of the American Arbitration Association’s
National Rules for the Resolution of Employment Disputes (“National Rules”) then in effect.
Judgment may be entered on the arbitrator’s award in any court having jurisdiction.



21. PAYMENT OF COSTS AND LEGAL FEES AND REINSTATEMENT OF BENEFITS.




     In the event any dispute or controversy arising under or in connection with Executive’s
termination is resolved in favor of Executive, whether by judgment, arbitration or settlement,



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Executive shall be entitled to the payment of: (1) all legal fees incurred by Executive in
resolving such dispute or controversy; (2) any back-pay, including salary, bonuses and any other
cash compensation, fringe benefits and any compensation and benefits due Executive under this
Agreement; and (3) any other compensation otherwise due Executive as a result of a breach of this
Agreement by the Bank.



22. INDEMNIFICATION.




     The Bank and 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. The Bank shall indemnify Executive (and his heirs, executors and administrators)
to the fullest extent permitted under New York or applicable federal 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 (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,
advancement of legal fees and expenses, judgments, court costs and attorneys’ fees and the cost of
reasonable settlements.



23. SUCCESSOR TO THE BANK.




     The Bank shall require any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank,
expressly and unconditionally to assume and agree to perform the Bank’s obligations under this
Agreement, in the same manner and to the same extent that the Bank would be required to perform if
no such succession or assignment had taken place.



24. NON WAIVER.




     The failure of one party to insist upon or enforce strict performance by the others of any
provision of this Agreement or to exercise any right, remedy or provision of this Agreement will
not be interpreted or construed as a waiver or relinquishment to any extent of such party’s right
to enforce or rely upon same in that or any other instance.



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     IN WITNESS WHEREOF the Bank and Executive have signed (or caused to be signed) this Agreement
this 18th day of July, 2006.



	 	 	 	 	 	 	 
	 	 	Northfield Savings Bank	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	\s\ Madeline Frank

	 	By:
	 	\s\ John W. Alexander	 	 
	 

	 	 	 	 	 	 
	Secretary

	 	Title:
	 	CEO	 	 
	 
	 	 	 	 	 	 
	Attest:

	 	Executive	 	 
	 
	 	 	 	 	 	 
	\s\ Madeline Frank

	 	\s\ Steven M. Klein	 	 
	 

	 	 	 	 
	Secretary	 	Steven M. Klein, Executive Vice President
and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Northfield Holdings Corp. (The Company is executing this Agreement only for purposes of acknowledging the obligations of the Company hereunder.)	 	 
	Attest:
	 	 	 	 	 	 
	 
	\s\ Madeline Frank

	 	By:
	 	\s\ John W. Alexander	 	 
	 

	 	 	 	 	 	 
	Secretary

	 	Title:
	 	CEO	 	 







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