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EXHIBIT 10.1
CHANGE OF CONTROL SEVERANCE AGREEMENT
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (the "Agreement")
made this
29th day of November, 2007 (the "Effective Date") by and between
Baltimore
County Savings Bank, F.S.B. (the "Bank"), BCSB Bankcorp, Inc.
(the "Company")
and Anthony Cole (the "Executive").
WHEREAS, the Executive is employed as the Executive Vice
President and
Chief Financial Officer of the Bank and has been appointed
Executive Vice
President and Chief Financial Officer of the Company and
Baltimore County
Savings Bank, MHC (the "MHC"); and
WHEREAS, the Bank and the Company deem it to be in their best
interests
to provide the Executive with security in the event of a Change
of Control (as
defined herein), and thereby to facilitate his retention and
insure an orderly
transition following a Change of Control: and
WHEREAS, the parties desire by the Agreement to set forth
their
understanding as to their respective rights and obligations in
the event the
Executive's employment terminates or is changed under the
circumstances set
forth herein,
NOW, THEREFORE, it is AGREED as follows:
1. Definitions. For purposes of this Agreement, the following
terms
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have the meaning set forth below:
(a) "Change in Duties" shall mean any one or more of the
following:
(i) a significant adverse change in the status, title,
position(s),
responsibilities, or scope of the Executive's authorities or
duties
from those applicable to him immediately prior to the date on
which a
Change of Control occurs;
(ii) assignment to the Executive of any duties or
responsibilities
which are inconsistent with the Executive's status, title,
or
position(s) as in effect immediately prior to the date on which
a
Change of Control occurs;
(iii) a material reduction in the Executive's total
compensation
from that provided to him immediately prior to the date on which
a
Change of Control occurs:
(iv) a diminution in the Executive's eligibility to participate
in
bonus, incentive award, and other compensation plans which
provide
opportunities to receive compensation from the opportunities
under any
such plans in which the Executive was participating immediately
prior
to the date on which a Change of Control occurs;
(v) a change in the location of the Executive's principal place
of
employment by the Bank or its subsidiaries and affiliates by
more than
30 miles from the location
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where he was principally employed immediately prior to the date
on
which a Change of Control occurs; or
(vi) a reasonable determination by the Boards of Directors of
the
Bank and Company that, as a result of a Change of Control and
change in
circumstances thereafter significantly affecting the
Executive's
position, the Executive is unable to exercise the authorities,
powers,
functions or duties attached to his position immediately prior
to the
date on which a Change of Control occurs.
(b) A "Change of Control" shall be deemed to have occurred
if:
(i) the acquisition of ownership, holding or power to vote
more
than 25% of the Bank's or the Company's voting stock;
(ii) the acquisition of the ability to control the election of
a
majority of the Bank's or the Company's directors;
(iii) the acquisition of a controlling influence over the
management or policies of the Bank or the Company by any person
or by
persons acting as a "group" (within the meaning of Section 13(d)
of the
Securities Exchange Act OF 1934); or
(iv) during any period OF two consecutive years, individuals
(the
"Continuing Directors") who at the beginning of such period
constitute
the Board of Directors of the Bank or the Company (the
"Existing
Board") cease for any reason to constitute at least two-thirds
thereof,
provided that any individual whose election or nomination for
election
as a member of the Existing Board was approved by a vote of at
least
two-thirds of the Continuing Directors then in office shall
be
considered a Continuing Director.
Notwithstanding the foregoing, in the case of (i), (ii) and
(iii)
hereof, ownership or control of the Bank by the Company itself
shall not
constitute a Change of Control. For purposes of this paragraph
only, the term
"person" refers to an individual or a corporation, partnership,
trust,
association, joint venture, pool, syndicate, sole
proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein. The
decision of the non-employee directors of the Bank and the
Company as to whether
or not a Change of Control has occurred shall be conclusive and
binding.
(c) "Company" shall mean BCSB Bankcorp, Inc. or any holding
company
that becomes sole owner of the Bank.
(d) "Covered Period" shall mean a period equal to twelve (12)
months
before the occurrence of a Change of Control and eighteen (18)
months after the
occurrence of a Change of Control.
(e) "Involuntary Termination" shall mean (i) any involuntary
termination, or (ii) a resignation by the Executive within
thirty (30) days
following any Change in Duties; provided,
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however, that an Involuntary Termination shall not include
either a Termination
for Cause, or any termination as a result of death, disability,
or normal
retirement on or after attainment of age sixty-five (65)
pursuant to a
retirement plan in which the Executive was participating prior
to any Change of
Control.
(f) "Termination for Cause" shall include termination because OF
the
officer or employee's personal dishonesty, incompetence, willful
misconduct,
breach of fiduciary duty involving personal profit, intentional
failure to
perform stated duties, willful violation of any law, rule, or
regulation (other
than traffic violations or similar offenses) or final cease and
desist order, or
material breach of any provision of this Agreement or any other
Agreement
between Executive and the Bank.
(g) The term "Bank" refers to the Bank and/or any succession
in
interest or any assignees or transferees thereof.
2. Term. This Agreement shall remain in effect for the
period
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commencing on the Effective Date and ending on the earlier of
(i) the date
thirty-six (36) months after the Effective Date, and (ii) the
date on which the
Executive voluntarily terminates employment with the Bank.
Additionally, on each
annual anniversary date from the Effective Date the term of this
Agreement may
be extended for an additional one (1) year period beyond the
then effective
expiration date provided the Board of Directors of the Bank
determines in a duly
adopted resolution that the performance of the Executive has met
the Board's
requirements and standards, that it is in the Bank's best
interests to extend
this Agreement, and that this Agreement shall be extended.
3. Severance Payment on Change of Control. If there is a Change
of
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Control and if within the Covered Period as defined herein (i) a
Change in
Duties as defined herein occurs, or (ii) an Involuntary
Termination as defined
herein occurs, or (iii) the Executive voluntarily terminates
employment for any
reason within the 30-day period beginning on the date of a
Change of Control,
then in that event the Executive shall
(a) be paid an amount equal to 2.99 times the annualized
cash
compensation being paid to the Executive in the immediately
preceding twelve
(12) month period (excluding board fees and bonuses), and
(b) receive at the Executive's sole and exclusive election
either (i)
cash in an amount
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