CHANGE IN CONTROL AGREEMENT FOR AMER SALEEMChange of Control Agreement |
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Search Change of Control Agreement by:
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






