BCB BANCORP, INC.
CHANGE IN CONTROL AGREEMENT
FOR
THOMAS M. COUGHLIN
This
AGREEMENT is made effective as of December 10, 2008 by and between
BCB
BANCORP, INC., (the
"Company"), and THOMAS
M. COUGHLIN (the "Executive"). Any
reference to "Bank"
herein shall mean BAYONNE COMMUNITY BANK, a New Jersey
commercial bank or any successor thereto.
WHEREAS, the Company
and the Bank recognize the substantial contribution
the Executive has made
to the Company and the Bank and the Company and the Bank
wish to protect his position therewith for the period provided in this
Agreement; and
WHEREAS, the Executive
has been elected to, and has agreed to serve in the
position of Chief Operating Officer and Chief Financial
Officer for the Company
and in the position of Chief Operating Officer and Chief Financial
Officer for
the Bank, which are positions of substantial responsibility;
NOW,
THEREFORE, in consideration of the contribution of the Executive,
and
upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:
1. TERM OF
AGREEMENT
The
"term" of this Agreement shall be thirty-six (36) full
calendar months
from the effective date of this Agreement set forth above, and
shall include any
extension or renewal made pursuant to this Section. Commencing on December 1,
2009 and continuing on the 1st of December of each year thereafter (the
"Anniversary Date"), this Agreement shall renew for an additional
year such that
the remaining term shall be three (3) years unless written notice
of non-renewal
("Non-Renewal Notice")
is provided to
Executive at least
thirty (30) days and
not more than sixty
(60) days prior to any
such Anniversary
Date, that this
Agreement shall
terminate at the end of thirty-six (36) months following such
Anniversary Date.
2. CHANGE IN
CONTROL
This
Agreement provides for certain payments and benefits to Executive
only
in the event of Change in Control.
A
"Change in
Control" shall mean (i) a change in the
ownership of the
Company or Bank, (ii) a change in the effective control of the Company or
Bank,
or (iii) a change in the ownership of a substantial portion of the
assets of the
Company or Bank, as described below.
(a) A change in the ownership of a corporation occurs on the date
that
any one person,
or more than one person acting as a group (as defined in
Treasury Regulations section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock
of the Company or Bank that, together with stock held by such person or
group,
constitutes more than
50 percent of the total fair market value or total voting
power of the
stock of such
corporation.
For these purposes, a change in
<PAGE>
ownership will not be deemed to have occurred if no stock of the
Company or Bank
is outstanding.
(b) A change in the effective control of the Company or Bank occurs
on
the date that either
(i) any one person,
or more than one
person acting as a
group (as defined in Treasury Regulations section 1.409A-3(i)(5)(vi)(D))
acquires (or has acquired during the 12-month period ending on the date of
the
most recent
acquisition by such
person or persons)
ownership of stock of
the
Company or Bank
possessing 30 percent
or more of the total voting power of the
stock of the Company or Bank, or (ii) a majority of the members of
the Company's
or Bank's board of directors is replaced during any 12-month period
by directors
whose appointment
or election is not
endorsed by a majority
of the members of
the Company's or Bank's board of directors prior to the date of the
appointment
or election,
provided that this subsection "(ii)" is inapplicable where a
majority shareholder of the Company or Bank is another
corporation.
(c) A change in a
substantial
portion of the Company's or Bank's
assets occurs on the
date that any one person or more than one person acting as
a group (as defined in
Treasury Regulations section 1.409A-3(i)(5)(vii)(C))
acquires (or has acquired during the 12-month period ending on the date of
the
most recent
acquisition by such
person or persons)
assets from the Company or
Bank that have a total gross fair market value equal to or more than 40
percent
of the total gross fair market value of (i) all of the assets of
the Company or
Bank, or (ii) the
value of the assets
being disposed
of, either of which is
determined without
regard to any liabilities associated with such assets.
For
all purposes
hereunder, the
definition of Change in Control shall be construed
to be consistent with the requirements of Treasury Regulations section
1.409A-3(i)(5), except
to the extent that such regulations are superseded by
subsequent guidance.
3. PAYMENTS TO
EXECUTIVE UPON CHANGE IN CONTROL
(a) Upon the
occurrence
of a Change
in Control (and even if the
Executive's employment
will not terminate as a result of such Change in
Control), the Company
or the Bank shall pay the Executive (or in the event of
his subsequent
death, his estate), a cash lump sum equal to 2.999 of the
Exec
