BCB BANCORP, INC.
CHANGE IN CONTROL AGREEMENT
FOR
AMER SALEEM
This
AGREEMENT is made
effective as of October 12, 2006 by and between BCB
BANCORP, INC., (the "Company"), and AMER SALEEM (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 Vice
President of Commercial Lending 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 October 12,
2006 and continuing on October 12th 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 2005
Proposed Treasury Regulations section 1.409A-3(g)(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
ownership will not be deemed to have occurred if no stock of the
Company or Bank
is outstanding.
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(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 2005 Proposed Treasury Regulations section
1.409A-3(g)(5)(vi)(B))
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 35 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
2005
Proposed
Treasury
Regulations section
1.409A-3(g)(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
2005 Proposed Treasury Regulations section 1.409A-3(g)(5),
except to the
extent
that such proposed 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),
