Exhibit 10.2
TWO YEAR CHANGE IN CONTROL
AGREEMENT
This Change in Control Agreement
(the “Agreement”) is made effective as of the
day of
,
2009 (the “Effective Date”), by and between OBA Bank
(the “Bank”), a federally chartered stock savings bank
that is headquartered in Germantown, Maryland, and
(“Executive”).
WITNESSETH
WHEREAS, the Bank is a wholly owned
subsidiary of OBA Financial Services, Inc., a corporation organized
under the laws of the State of Maryland (the
“Company”);
WHEREAS, Executive is currently
employed as
of the Bank;
WHEREAS, the Company and the Bank
desire to be ensured of Executive’s continued active
participation in the business of the Bank;
WHEREAS, in order to induce
Executive to remain in the employ of the Bank and in consideration
of Executive’s agreeing to remain in the employ of the Bank,
the parties desire to specify the severance benefits which shall be
due Executive in the event that his employment with the Bank is
terminated under specified circumstances.
NOW THEREFORE, in consideration of
the mutual agreements herein contained, and upon the other terms
and conditions hereinafter provided, the parties hereby agree as
follows:
1. TERM OF
AGREEMENT
(a) The term of this Agreement shall
begin as of the Effective Date and shall continue for twenty-four
(24) full calendar months hereafter.
(b) Commencing on the first
anniversary date of this Agreement (the “Anniversary
Date”) and continuing on each Anniversary Date thereafter,
the term of this Agreement shall be extended for an additional year
such that the remaining term shall be twenty-four (24) months
(“Renewal Term”), until such time as the board of
directors of the Bank (the “Board”) or Executive elects
not to extend the term of the Agreement by giving written notice to
the other party at least ninety (90) days prior to the last
day of the Renewal Term, in which case the term of this Agreement
shall be fixed and shall terminate at the end of the twenty-four
(24) months following such Anniversary Date. Prior to each
Anniversary Date, the disinterested members of the Board will
conduct a comprehensive performance evaluation and review of
Executive for purposes of determining whether to extend this
Agreement, and the results thereof will be included in the minutes
of the Board’s meeting.
2. DEFINITIONS
(a) Change in Control . For
purposes of this Agreement, a “Change in Control” means
any of the following events:
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(1)
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Merger : The Company or the Bank merges into or
consolidates with another entity, or merges another bank or
corporation into the Bank or the Company, and as a result, less
than a majority of the combined voting power of the resulting
corporation immediately after the merger or consolidation is held
by persons who were stockholders of the Company or the Bank
immediately before the merger or consolidation;
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(2)
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Acquisition
of Significant Share Ownership : There is filed, or is required to be filed, a
report on Schedule 13D or another form or schedule (other than
Schedule 13G) required under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, if the schedule
discloses that the filing person or persons acting in concert has
or have become the beneficial owner of 25% or more of a class of
the Company’s or the Bank’s voting securities;
provided, however, this clause (b) shall not apply to
beneficial ownership of the Company’s or the Bank’s
voting shares held in a fiduciary capacity by an entity of which
the Company directly or indirectly beneficially owns 50% or more of
its outstanding voting securities;
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(3)
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Change in
Board Composition :
During any period of two consecutive years, individuals who
constitute the Company’s or the Bank’s Board of
Directors at the beginning of the two-year period cease for any
reason to constitute at least a majority of the Company’s or
the Bank’s Board of Directors; provided, however, that for
purposes of this clause (c), each director who is first elected by
the board (or first nominated by the board for election by the
stockholders or corporators) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of
the two-year period shall be deemed to have also been a director at
the beginning of such period; or
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(4)
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Sale of
Assets : The Company or
the Bank sells to a third party all or substantially all of its
assets.
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(b) Good Reason shall mean a
termination by Executive following a Change in Control if, without
Executive’s express written consent, any of the following
occurs:
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(1)
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failure to
elect or reelect or to appoint or reappoint Executive as
;
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(2)
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a material
change in Executive’s position to become one of lesser
responsibility, importance or scope then the position Executive
held immediately prior to the Change in Control;
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(3)
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a liquidation
or dissolution of the Bank other than liquidations or dissolutions
that are caused by reorganizations that do not affect the status of
Executive;
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(4)
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a material
reduction in Executive’s base salary and benefits;
or
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(5)
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a relocation of
Executive’s principal place of employment by more than 30
miles from its location as of the date of this
Agreement;
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provided, however, that prior to any
termination of employment for Good Reason, Executive must first
provide written notice to the Bank (or its successor) within ninety
(90) days following the initial existence of the condition,
describing the existence of such condition, and the Bank shall
thereafter have the right to remedy the condition within thirty
(30) days of the date the Bank received the written notice
from Executive. If the Bank remedies the condition within such
thirty (30) day cure period, then no Good Reason shall be
deemed to exist with respect to such condition. If the Bank does
not remedy the condition within such thirty (30) day cure
period, then Executive may deliver a Notice of Termination for Good
Reason at any time within sixty (60) days following the
expiration of such cure period.
(c) Termination for Cause
shall mean termination because of, in the good faith determination
of the Board, Executive’s:
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(4)
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breach of
fiduciary duty involving personal profit;
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(5)
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material breach
of the Bank’s Code of Ethics;
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(6)
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material
violation of the Sarbanes-Oxley requirements for officers of public
companies that in the reasonable opinion of the Board will likely
cause substantial financial harm or substantial injury to the
reputation of the Bank;
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(7)
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intentional
failure to perform stated duties under this Agreement after written
notice thereof from the Board;
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(8)
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willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) that reflect adversely on the
reputation of the Bank, any felony conviction, any violation of law
involving moral turpitude, or any violation of a final
cease-and-desist order; or
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(9)
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material breach
by Executive of any provision of this Agreement.
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A determination of whether
Executive’s employment shall be terminated for Cause shall be
made at a meeting of the Board called and held for such purpose, at
which the Board makes a finding that in go
