Bcb Bancorp Inc — 10-Q exhibit

1.

Position and Responsibilities.

(a) During the period of Executive’s employment under this Agreement, Executive agrees to serve as President and Chief Executive Officer of the Company and of the Bank. Executive shall have responsibility for the general management and control of the business and affairs of the Employer and its affiliates and shall perform all duties and shall have all powers which are commonly incident to the offices of President and Chief Executive Officer or which, consistent with those offices, are delegated to him by the Board of Directors of the Company and of the Bank  (together, the “Board of Directors”), and Executive shall report directly to the Board of Directors.

(b) During the period of Executive’s employment under this Agreement, except for periods of absence occasioned by illness, vacation, and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Employer and its affiliates, as well as participation in community, professional and civic organizations, which may promote the business affairs of the Employer. Notwithstanding any provisions herein to the contrary, Executive may serve, or continue to serve, on the board of directors of Sterling Bancorp, Inc., Prudential Insurance Company of America Mutual Fund Complex and boards of directors (or similar bodies) of not-for-profit entities.

(c) The Employer will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in this Agreement and as are necessary for him to perform his duties. The Employer will open a location in Naples, Florida (“Naples Office”), from which Executive will work two (2) days per week, on average. Executive will work the remaining three (3) days per week, on average, from the Company’s or the Bank’s current offices 

(the “BCB Offices”).  

(d) During the period of Executive’s employment under this Agreement, the Board of Directors shall take all actions necessary to appoint Executive as a director of the Company and the Bank and to any executive committee of each of the boards of directors of the Company and the Bank if any and to nominate him for election by the Company’s shareholders as a member of the Board of Directors, and, upon such appointment or election, Executive agrees to serve in such capacity. Upon Executive’s termination of employment for any reason during the Employment Period (as defined in Section 2 of this Agreement), and unless otherwise agreed to by the parties, Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of resignation as a member of the Board of Directors of the Company, the Bank, and all related entities of the Company and the Bank, effective as of the date of such termination of employment.

2.

Period of Employment.

3.

Compensation and Benefits.

(a) Base Salary. The Employer agrees to pay Executive during the period of Executive’s employment under this Agreement a base salary at the rate of $400,000 per annum, payable in accordance with the customary payroll practices of the Company, or those of the Bank in accordance with Section 9(b) below. The Board of Directors or the Compensation Committee of the Board of Directors shall review annually the rate of Executive’s base salary based upon

factors they deem relevant, and may maintain or increase his base salary, provided that, no such action shall reduce the rate of base salary below the rate then in effect without Executive’s express written consent. In the absence of action by the Board of Directors, Executive shall continue to receive a base salary at the per annum rate specified above or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board of Directors.

(b) Equity Award. Executive shall be entitled to be granted an equity award in accordance with the following terms:

(i) Grant. Executive will be granted restricted stock in the Company (the “Restricted Stock”), with the number of shares of common stock of the Company subject to the Restricted Stock grant calculated by dividing $8,000,000 by the average of the high and the low sales prices of the Company’s common stock on NASDAQ on the date of grant. The grant shall take place on the later of (i) Effective Date, and (ii) the 3rd trading day following public announcement by the Company of the appointment of Executive as President and Chief Executive Officer of the Company and of the Bank.

(ii) Vesting Schedule. The Restricted Stock will vest in accordance with the following schedule: twenty percent (20%) of the shares of Restricted Stock will vest on each of December 31, 2026,  December 31, 2027, December 31, 2028, December 31, 2029 and December 31, 2030; in each case, subject to Executive’s continued service with the Employer (whether as an employee, consultant or member of the board of directors of the Company or the Bank) through each such vesting date,  except otherwise as provided in Section 3(b)(iii),  Section 3(b)(iv) or Section 3(b)(v) of this Agreement.  

(iii) Change in Control.  Upon a “Change of Control” as defined in Section 3(e), if a Purchaser (as defined in Section 3(e) below) or its applicable affiliate does not either assume the Restricted Stock and continue its vesting in accordance with its terms and the terms of this Agreement or exchange the Restricted Stock for restricted stock of the Purchaser or its applicable affiliate with substantially the same terms, including remaining vesting schedule, as the Restricted Stock, then the unvested portion of the Restricted Stock will vest immediately in full. If, upon or following (A) a “Change of Control” as defined in Section 3(e), or (B) (I) the signing of a definitive agreement for a transaction which, if consummated, would result in a “change of control”, or (II) the public announcement of an event which would result in a Change of Control or (III) the commencement of negotiations that would result in a Change of Control as evidenced by an executed letter of intent which negotiations have not been terminated at the time of the termination of Executive’s employment (any of the events in (A) or (B)(I), B(II), or (B)(III), a “Vesting Acceleration Event”),  the Company or the Bank or any successor  terminates Executive’s employment without Cause (as defined in this Agreement) under Section 4(b) or Executive resigns for Good Reason (as defined in this Agreement) under Section 4(e), the unvested portion of the Restricted Stock will vest immediately in full upon Executive’s termination of employment.  

(iv) Accelerated Vesting. Unless the Executive’s employment has previously been terminated by the Company and the Bank during the Employment Period, if the Bank or any

successor does not continue to appoint Executive as a member of the board of directors of the Company or the Bank or any successor for the two year period following the third anniversary of the Effective Date or takes action to remove Executive as a member of the board of directors of the Company or the Bank or any successor during such period, the unvested portion of the Restricted Stock will vest immediately in full upon such a failure to so appoint, or action taken to remove, Executive. For purposes of clarity, if the shareholders of the Company do not elect Executive as a member of the board of directors of the Company, the unvested portion of the Restricted Stock will not be entitled to accelerated vesting. 

(v) Forfeiture. Notwithstanding anything to the contrary in this Agreement, if, prior to a  Vesting Acceleration Event, the Company or the Bank terminates Executive’s employment without Cause (as defined in this Agreement) under Section 4(b) or the Executive resigns for Good Reason (as defined in this Agreement) under Section 4(e), then a percentage of the Restricted Stock which would otherwise vest during the calendar year in which his employment terminates will vest immediately, with such percentage being equal to the number of days during which the Executive was employed during such calendar year divided by 365, and all remaining unvested Restricted Stock will be forfeited as of the date of termination.    

(vi) Registration. The Company shall cause the Restricted Stock to be registered under the Securities Act of 1933, pursuant to a registration statement on Form S-8 (or other appropriate form) and registered or qualified under applicable state law as soon as practicable following the date of grant, and the Employer shall take all actions required to maintain the effectiveness of such registration statement until all common stock that may be issued, sold or delivered to Executive has been so issued, sold and/or delivered or the Employer’s obligations have lapsed. The Board of Directors shall take all necessary action to ensure that the grants and purchases contemplated by this Agreement are approved for purposes of Rule 16b-3 of the Securities Exchange Act of 1934.

(c) Other Employee Benefits. In addition to any other compensation or benefits provided for under this Agreement, Executive shall be entitled to participate in any employee benefits, fringe benefits, perquisites and business expense reimbursements that the Company or the Bank offers to full-time employees or executive management now or in the future on a basis no less favorable than those provided to similarly situated executives; however, the Executive will not be entitled to participate in any bonus plans, incentive compensation or similar arrangements. Executive shall be entitled to participate in or receive benefits under all plans relating to pension, profit sharing, employee stock ownership, supplemental retirement (other than through or related to bank owned life insurance arrangements), group life insurance, vacation, paid time off, medical and other health and welfare coverage that are made available by the Company or the Bank as of the date Executive commences employment or at any time in the future during the period of Executive’s employment under this Agreement, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(d) Monthly Payment for Travel to the BCB Offices. To assist Executive with travel from the Naples Office to the BCB Offices and secure temporary housing accommodations in the general geographic region of the applicable BCB Offices, the Employer will pay the Executive up

to $5,000 per month as reimbursement for expenses for such travel and housing,  subject to the Executive providing the Employer with appropriate documentation of expense for travel or hotels/accommodations within a reasonable time of the date incurred. To the extent commercially reasonable, the Employer shall endeavor to provide the benefits described in this Section 3(d) in a manner that minimizes any associated tax liability to Executive.

(e) Change of Control.  A “Change of Control” shall be deemed to have occurred upon the occurrence of any of the following events:

(i) the consummation of a reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:

(A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and

(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company;

(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;

(iii) a complete liquidation or dissolution of the Company; or

(iv) any event which would be described in Section 3(e)(i), (ii) or (iii) if the term “Bank” were substituted for the term “Company” therein.

4.

Termination for Cause; Death; Disability; Good Reason.

(a) Termination for Cause. With respect to termination of Executive’s employment, “Cause” shall be considered to exist if Executive: (i) has willfully failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, Executive’s inability to perform such duties as a result of drug or alcohol dependency); (ii) has committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Board of Directors, to have a material adverse effect on the Bank and the Company or their business, operations or reputation taken as a whole; (iv) has violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order applicable to the Bank or the Company in his performance of services for the Bank or the Company or the Company’s or the Bank’s code of conduct; or (v) has willfully and intentionally breached the material terms of this Agreement in any material respect. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Bank and the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors, the board of directors of the Bank or the Executive Committee of either board or based upon the written advice of counsel for the Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank and the Company. Any such determination must be made by a majority vote of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for that purpose, finding that, in the good faith opinion of the Board of Directors, Executive’s conduct satisfies the requirements for termination for Cause. Termination for Cause shall be effected by written Notice of Termination (as described below) to Executive setting forth with particularity the grounds for termination. Notwithstanding any other provision to the contrary, and for the avoidance of doubt, other than with respect to earned but unpaid salary and such other vested benefits as are set forth in this Agreement and in any other agreement or plan, Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause..

(b) Termination without Cause. The Employer may terminate Executive’s employment without Cause, upon the vote of a majority of the members of the Board of Directors. In the event of Executive’s termination of employment by the Employer without Cause, in addition to amounts described in Section 5 below, Executive will be entitled to payment from the Employer in the amount of all earned but unpaid salary as of the date of termination of employment and such other vested benefits as are set forth in this Agreement and in any other agreement or plan.

(c) Death. Notwithstanding any other provision of this Agreement to the contrary, in the event of Executive’s death during the period of his employment under this Agreement, the Employer shall make payment to his estate in the amount of Executive’s base salary through the end of the month in which the death occurred, and such other vested benefits as are set forth in this

Agreement and in any other agreement or plan. This provision shall not negate any rights Executive or his beneficiaries may have to death benefits under any employee benefit plan of the Company or the Bank.  In the event of: (i) Executive’s death during the Employment Period, any unvested Restricted Stock will be forfeited, and (ii) if the Executive’s death occurs after the Employment Period and while the Executive is serving as a director of the Company or Bank, any unvested Restricted Stock will vest immediately.

(d) Disability. The Employer may terminate Executive’s employment upon a determination, by vote of a majority of the members of the Board of Directors, acting in reliance on the written advice of a medical professional acceptable to them and reasonably acceptable to Executive or his guardian, that Executive is suffering from a “Disability,” which shall mean a physical or mental impairment which, at the date of the determination, has prevented Executive from performing his assigned duties on a substantially full-time basis for a period of at least sixty (60) days during the period of six (6) months ending with the date of the determination or is likely to result in death or prevent Executive from performing his assigned duties on a substantially full-time basis for a period of at least sixty (60) days during the period of six (6) months beginning with the date of the determination. As a condition to any benefits, the Board of Directors may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate. In the event of Executive’s Disability, Executive will be entitled to payment from the Employer in the amount of all earned but unpaid salary as of the date of termination of employment and such other vested benefits as are set forth in this Agreement and in any other agreement or plan. This provision shall not negate any rights Executive may have to disability benefits under any other plan of the Company or the Bank. A termination of employment due to Disability under this Section 4(d) shall be effected by Notice of Termination given to Executive by the Employer and shall take effect on the later of the effective date of termination specified in such notice or sixty (60) days after the date on which the Notice of Termination is given to Executive, provided that Executive has not resumed, on a substantially full-time basis, his employment with the Employer as President and Chief Executive Officer. In the event of: (i) Executive’s Disability during the Employment Period, any unvested Restricted Stock will be forfeited, and (ii) if the Executive’s Disability occurs after the Employment Period and while the Executive is serving as a director of the Company or Bank, any unvested Restricted Stock will vest immediately.

(e) Termination for Good Reason. With respect to termination of Executive’s employment, “Good Reason” shall be considered to exist upon the occurrence of any of the following events without Executive’s consent:

(i) the assignment to duties materially inconsistent with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement;

(ii) a requirement that Executive report to an officer or employee instead of reporting directly to the Board of Directors;

(iii) a material reduction in Executive’s annual base salary;

(iv) the Employer requiring Executive to be based at any office or location resulting in a material increase in Executive’s commute to and from either the Naples, Florida office or the BCB Office(s) at which Executive regularly performs services;

(v) the Board of Directors’ failure to appoint Executive as a director of the Company and Bank and to the Executive Committee of each of the boards of directors of the Company and the Bank or to nominate him for election by the Company’s shareholders or Executive’s removal from such boards or committees (as a result of not being reelected or otherwise); or

(vi) any other action or inaction that constitutes a material breach by the Employer of this Agreement, with the parties acknowledging that a change in the work location arrangements set forth in Section 1(c) would be a material breach of this Agreement;

5.

Severance

6.

Notice.

(a) Any notice or communication permitted or required by this Agreement shall be in writing and shall become effective two days after mailing by certified mail, return receipt requested, postage prepaid, addressed as follows:

(b) Any purported termination of employment by the Employer 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 to provide a basis for termination of Executive’s employment.

7.

Post-Termination Obligations.

8.

Non-Competition, Non-Solicitation and Non-Disclosure.

(a) Non-Competition.  For a period of between one (1) and two (2) years following

Executive’s termination of employment for any reason, as determined by Executive and the Employer, and subject to Section 20(c) of this Agreement, Executive agrees to the application of, and to abide by, the non-competition and non-solicitation of clients and customers restrictions and covenants set forth in this Section 8(a).

(i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (1) to which  the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or (2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.

(ii) Executive shall not engage in providing professional services or enter into employment or engagement as an employee, director, consultant or similar relationship with any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) that is engaged in the business of offering retail customer and commercial deposit and/or loan products in the State of New Jersey and is materially competitive with the Company, the Bank or any of their subsidiaries in New Jersey.

(b) Non-Solicitation of Employees.  For a period of two  (2) years following Executive’s termination of employment for any reason, Executive hereby agrees that he shall not, on his own behalf or on behalf of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee of the Company, the Bank, or any subsidiary of such entities for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any employee of the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. The provisions of this Section 8(b) shall survive the expiration of this Agreement.

(c) Non-Disparagement. Executive shall not make any statements that disparage the Company, the Bank, or any subsidiary of such entities or the business practices of the Company, the Bank, or any subsidiary of such entities, except (i) for any communication required by law or by a court or other governmental agency of competent jurisdiction, or (ii) to exercise any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). The Company and the Bank shall not knowingly or intentionally make any statements that disparage Executive, and the Company and the Bank shall each instruct its directors and officers not to make any statements that disparage Executive. The provisions of this Section 8(c) shall survive the expiration of this Agreement.

(d) Non-Disclosure. Executive acknowledges that during his employment he will learn

and have access to confidential information regarding the Company and the Bank and its customers and businesses (“Confidential Information”). Executive agrees and covenants not to disclose or use for his own benefit, or the benefit of any other person or entity, any such Confidential Information, unless or until the Company or the Bank consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Company, the Bank, or any subsidiaries or affiliates, or to any of the businesses operated by them, and Executive confirms that such information constitutes the exclusive property of the Company and the Bank. Executive shall not otherwise knowingly act or conduct himself (1) to the material detriment of the Company or the Bank, or its subsidiaries, or affiliates, or (2) in a manner which is inimical or contrary to the interests of the Company or the Bank. Notwithstanding the foregoing, it shall not be a breach of this Section 8(d) for Executive to disclose Confidential Information to the extent that disclosure is (A) requested by the Employer or its affiliates or (B) required by a court or other governmental agency of competent jurisdiction. The provisions of this Section 8(d) shall survive the expiration of this Agreement. Notwithstanding anything herein to the contrary, the Executive is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he files a lawsuit for retaliation by the Company or the Bank for reporting a suspected violation of law, the Executive may disclose the Company’s or the Bank’s trade secrets to his attorney and use the trade secret information in the court proceeding if the Executive (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits the Executive from reporting, without the prior authorization of the Company or the Bank and without notifying the Company or the Bank, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the United States Department of Justice, the United States Congress or other governmental agency having apparent supervisory authority over the business of the Company or the Bank, or making other disclosures that are protected under the whistleblower provisions of Federal law or regulation.

(e) For purposes of this Section 8, the parties agree to exclusive jurisdiction in the federal and state courts of New Jersey. Subject to the final sentence of this Section 8(e), the parties hereto, recognizing that irreparable injury will result to the Employer or its affiliates, its business and property in the event of Executive’s breach of any provision of this Section 8, agree that in the event of any such breach by Executive, the Employer or its affiliates will be entitled, in addition to any other remedies and damages available, to an injunction issued by any court of competent jurisdiction located in New Jersey to restrain the violation or attempted violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive further agrees that the period of restriction set forth in this Section 8 shall be tolled during any period of violation thereof by Executive. Executive represents and admits that in the event of his termination of employment with the Employer, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged

in other lines and/or of a different nature than the Employer or its affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Employer or its affiliates from pursuing any other remedies available to the Employer or its affiliates for such breach or threatened breach, including the recovery of damages from Executive. 

9.

Source of Payments; No Duplication of Payments.

(a) All payments provided for in this Agreement shall be timely paid in cash or check from the general funds of the Employer, subject to Section 9(b).

(b) In the event that Executive shall perform services for the Bank or any other direct or indirect subsidiary or affiliate of the Company or the Bank,  any compensation or benefits provided to Executive by any direct or indirect subsidiary of the Company or the Bank shall be applied to offset the obligations of the Company hereunder in such manner as the Company and the Bank may mutually agree, it being intended that this Agreement set forth the aggregate compensation and benefits payable to Executive for all services to the Company, the Bank and all of their respective direct or indirect subsidiaries and affiliates.

10.

Entire Agreement.

11.

No Attachment.

12.

Modification and Waiver.

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

(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by

written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver 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.

13.

Severability.

14.

Headings for Reference Only.

15.

Governing Law.

16.

Arbitration.

17.

No Duty of Mitigation.

18.

Indemnification.

19.

Successors and Assigns.

20.

Withholding; 409A; 280G.

(a) All payments required to be made by the Employer hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Employer may reasonably determine should be withheld pursuant to any applicable federal, New Jersey or Florida law or regulation based on Executive’s employment at the Florida office.

(b) The Employer and Executive intend that the payment and benefits provided for in this agreement either be exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 20(b). Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5 of this Agreement shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder, and the payment of the severance benefits to be made under Section 5 shall be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). Further, if at the time of Executive’s termination of employment with the Employer, Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Employer (or the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were

deferred. Thereafter, any remaining payments will resume in accordance with this Agreement. To the extent that any reimbursements or in-kind payments are subject to Section 409A of the Code, then such reimbursements or in-kind payments (other than medical expenses) shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) Section 280G of the Code. If Executive’s employment is terminated following a Change of Control, the non-competition and non-solicitation restrictions set forth in Section 8(a) of this Agreement shall apply for the period of time mutually agreed to by the parties, and in no event shall the time period be less than one (1) year or exceed two (2) years. The Company, the Bank and Executive hereby recognize that: (i) the non-solicitation restriction and non-competition of clients and customers restriction under Sections 8(a) and 8(b) have value, and (ii) the value shall be recognized in any calculations the Company, the Bank and Executive perform with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of any payments, benefits or distributions in the nature of compensation (within the meaning of Section 280G(b)(2)), including the payments under Sections 3(b) or 5 of this Agreement, to the fair value of the non-solicitation and non-competition restriction under Section 8(a) of this Agreement (the “Appraised Value”). The Company and the Bank, at the Bank’s expense, shall obtain an independent appraisal to determine the Appraised Value no later than forty-five (45) days after entering into an agreement, that if completed, would constitute a Change of Control as defined in Section 3(f). The Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G; and accordingly, any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value.

21.

Regulatory Matters.

1. Termination of Employment. Effective as of the close of business on __________________, Executive and the Employer agree that Executive’s employment with the Employer is terminated.

2. Settlement Payment.

(a) Payments. The Employer shall pay to Executive the severance amounts set forth in Section  5 of Executive’s Employment Agreement made and entered into as of June 1,  2026, by and between the Employer and Executive (the “Employment Agreement”) at the time specified in the Employment Agreement. [Executive shall also be entitled to the accelerated vesting of Executive’s restricted stock, as set forth in Section 3(b) of the Employment Agreement and the Restricted Stock Agreement dated ____________, 2026 (the “Restricted Stock Agreement”).]Such severance payments shall be in consideration of the release of all claims described below in Paragraph 3, the Covenant Not to Sue described in Paragraph 4, and the Protective Covenants described in Paragraph 6.

(b) Continuing Rights. Executive agrees that: (i) he is not owed any unused vacation pay or any amounts as reimbursement for expenses incurred during the course of his employment; and (ii) that he has been paid all other compensation due to him, including but not limited to all salary, bonuses, incentives and all other compensation of any nature whatsoever. Notwithstanding the foregoing, nothing herein waives any right that Employee may have to vested equity pursuant to the terms of the Restricted Stock Agreement.  

(c) Continuing Entitlement.  Executive acknowledges that his entitlement to payments under this Paragraph 2 shall be conditioned upon his continuing compliance with Paragraphs 4, 5,  6 and 9(a) of the Release through the applicable payment date, and any violation of Paragraphs 4, 5,  6 or 9(a) by Executive prior to the payment date shall terminate the Employer’s obligation to make payments in accordance with this Paragraph 2.

3. General Release. As a material inducement to the Employer to enter into this Release and in consideration of the payments to be made by the Employer to Executive in accordance with Paragraph 2 above, Executive, on behalf of himself, his representatives, agents, estate, heirs,

successors and assigns, releases and discharges the Employer, its shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates, and all employee benefit plans sponsored by or contributed to by the Employer (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their predecessors, successors, heirs, executors, administrators, and assigns (collectively, the “Released Parties”) from any and all claims, actions, causes of action, grievances, suits, charges, or complaints of any kind or nature whatsoever, that he ever had or now has, whether fixed or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and subject to Paragraph 4 below, the Release is not intended to and does not limit Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (“EEOC”) or another governmental agency. Without limiting the generality of the foregoing, this Release specifically includes, but is not limited to, and is intended to explicitly release, any and all subject matter and claims arising from or in connection with any alleged violation by any of the Released Parties under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; Executive Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Florida Civil Rights Act, the Florida Whistleblower Protection Act, the Florida Minimum Wage Act, the Florida Constitution, the Florida Fair Housing Act and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out of or in connection with or involving his employment with the Employer, the termination of his employment with the Employer, or involving any other matter; provided, that this Release shall not apply to (i) the Employer’s obligation to make the Severance Payments described in Paragraph 2(a), (ii) any vested equity rights to which Executive is entitled, including under the Restricted Stock Agreement, which shall continue to be governed by the Restricted Stock Agreement, (iii) any vested retirement benefits, (iv) any claims based on acts or events occurring after the date of this Release,  (v) claims which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation, and (vi) any indemnification rights Executive has against the Company, BCB Community Bank or their respective affiliates. Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, the State of Florida.

4. Covenant Not to Sue.  Executive, for himself,  his heirs, executors, administrators, successors and assigns agrees not to bring, file, claim, sue or cause, assist, or permit to be brought, filed, or claimed, any action, cause of action or proceeding regarding or in any way related to any of the released claims described in Paragraph 4 hereof. If Executive files a charge or participates in an investigative proceeding of the EEOC or another governmental agency, or is otherwise made a party to any proceedings described in Paragraph 3 hereof, Executive will not seek and will not accept any

personal equitable or monetary relief in connection with such charge or investigative or other proceeding; provided, however, that this Release does not limit Executive’s right to receive an award for information provided to any governmental agencies under any whistleblower program. Executive further understands that this Release does not limit his ability to communicate with any governmental agencies or otherwise participate in any investigation or proceeding that may be conducted by any governmental agencies, including providing documents or other information, without notice to the Employer. 

5. No Disparaging, Untrue Or Misleading Statements. Executive represents that he has not made, and agrees that he will not make, to any third party any disparaging, untrue, or misleading written or oral statements about or relating to the Released Parties or their products or services (or about or relating to any officer, director, agent, employee, or other person acting on the Released Parties’ behalf). The Employer agrees that it will direct its directors and executives not to make any disparaging, untrue, or misleading written or oral statements about or relating to Executive. Neither this provision nor anything else in this Release bars Executive or the Employer from communicating with, directly or indirectly, or sharing truthful information with any governmental administrative agency such as the SEC or EEOC, nor is this provision intended to any way interfere with Executive’s rights under Section 7 of the National Labor Relations Act.

6. Protective Covenants. Executive acknowledges and agrees that he shall continue to be bound by the terms and conditions of Section 8 of the Employment Agreement, the terms of which are incorporated herein by reference. 

7. Severability.  If any provision of this Release shall be found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Release, as the case may require, and this Release shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.  The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Release modify the Release so that, once modified, the Release will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.

8. Waiver. A waiver by the Employer of a breach of any provision of this Release by Executive shall not operate or be construed as a waiver or estoppel of any subsequent breach by Executive. No waiver shall be valid unless in writing and signed by an authorized officer of the Employer.

9. Miscellaneous Provisions.

(a) Non-Disclosure. Executive agrees that he will keep the terms and amounts set forth in this Release completely confidential and will not disclose any information concerning this Release’s terms and amounts to any person other than his attorney, accountant, tax advisor, financial advisor or immediate family, except as required pursuant to legal process, as necessary to enforce this Agreement, as necessary to any governmental agency including any taxing authority, and as otherwise may be required by law. Should Executive disclose information about this Release to his 

immediate family, attorney and/or tax and financial advisors, he shall advise such persons that they must maintain the strict confidentiality of such information and must not disclose it unless otherwise required by law.

(b) Representation. Executive represents and certifies that he has carefully read and fully understands all of the provisions and effects of this Release, has knowingly and voluntarily entered into this Release freely and without coercion, and acknowledges that on _________________, the Employer advised him to consult with an attorney prior to executing this Release and further advised him that he had twenty-one (21) days (until _________________) within which to review and consider this Release and that, if he signs this Release in less time, he has done so voluntarily in order to obtain sooner the benefits under this Release.

(c) Revocation. Executive acknowledges that he has seven (7) days from the date this Release is executed in which to revoke his acceptance of this Release, and this Release will not be effective or enforceable until such seven (7)-day period has expired. To be effective, any such revocation must be in writing and delivered to the Employer’s principal place of business on or before the seventh day after signing and must expressly state Executive’s intention to revoke this Release. 

(d) Return of Property. By signing this Release, Executive affirms having returned to the Employer all of the Employer’s property that is in Executive’s possession, custody or control, including, without limitation, (a) all keys, access cards, credit cards, computer hardware (including but not limited to all hard drives, compact disks, DVDs, electronic storage devices, and personal data assistants, and the contents of all such hardware, as well as any passwords or codes or instructions needed to operate any such hardware), computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that Executive has or had relating to the Employer (whether those materials are in paper, electronic or computer-stored form), and (b) all documents and other property containing, summarizing, or describing any Confidential Information (as defined in the Employment Agreement). Executive affirms that he has not retained any such property or information, and will not give copies of such property or information or disclose their contents to any other person.

10. Complete Agreement. This Release sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings, whether oral or written, between the parties pertaining to actual or potential claims arising from Executive’s employment with the Employer or the termination of Executive’s employment with the Employer; provided, however, that all obligations and rights arising under Section 8 of the Employment Agreement shall not be superseded, shall be unaffected hereby, and shall remain in full force and effect.

11. No Pending Lawsuits. Executive represents that he has no lawsuits, claims or actions pending in his name, or on behalf of any other person or entity, against the Employer or any of the Released Parties. 

12. No Admission of Liability. Executive understands and acknowledges that this Release constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive. No action taken by the Employer hereto, either previously or in connection with this Release, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or

potential claims or (b) an acknowledgment or admission by the Employer of any fault or liability whatsoever to Executive or any third party.

13. Amendment. This Release may not be altered, amended, or modified except in writing signed by both Executive and the Employer.

14. Joint Participation. The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

15. Applicable Law.  This Release shall be governed by, and construed in accordance with, the laws of the State of New Jersey, and any court action commenced to enforce this Release shall have as its sole and exclusive venue the State of New Jersey. In addition, Executive and the Employer waive any right he or it may otherwise have to a trial by jury in any action to enforce the terms of this Release.    

16. Execution of Release. This Release may be executed in counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Release. The Release, to the extent signed and delivered by means of a facsimile machine or by PDF File (portable document format file), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the originally signed version delivered in person. At the request of any party hereto, each other party shall re-execute original forms hereof and deliver them to all other parties.