EMPLOYMENT
AGREEMENT
This Agreement is made effective as
of the 1st day of March 2009 by and between Roma Bank (the
“Bank”), a federally chartered stock savings bank, with
its principal administrative office at 2300 Route 31, Robbinsville,
New Jersey, Roma Financial Corporation (the “Company”),
a federal mid-tier stock holding company, with its principal
administrative office at 2300 Route 31, Robbinsville, New Jersey,
and Maurice T. Perilli (“Executive”), residing at
7 Meadowlark Drive, Hamilton, NJ 08690.
WHEREAS , Executive is currently employed as the
Executive Vice President of the Bank and the Company;
and
WHEREAS , the Bank and the Company desire to assure the
continued services of Executive pursuant to the terms of this
Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants herein contained, and upon the other terms and conditions
hereinafter provided, the parties hereby agree as
follows:
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1.
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POSITION AND RESPONSIBILITIES
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During the period of his employment
hereunder, Executive agrees to serve as Executive Vice President of
the Bank and Executive Vice President of the Company. During said
period, Executive also agrees to serve, if elected, as an officer
and director of any subsidiary or affiliate of the Bank or the
Company.
(a) The term of this Agreement
and the period of Executive’s employment hereunder shall
begin as of the date first above written and shall continue for
twenty four (24) full calendar months thereafter. Commencing on
March 1, 2009 and continuing on the 1 st day of each
calendar quarter of each year thereafter (the “Anniversary
Date”), this Agreement shall renew for an additional two
years such that the remaining term shall be two (2) years unless
written notice of non-renewal (“Non-Renewal Notice”) is
provided to Executive at least ninety (90) days prior to any such
Anniversary Date. Prior to any notice period for non-renewal, the
disinterested members of the Board of Directors of the Bank
(“Board”) will conduct a comprehensive performance
evaluation and review of Executive for purposes of determining
whether to extend the Agreement, and the results thereof shall be
included in the minutes of the Board’s meeting.
(b) During the period of his
employment hereunder, except for periods of absence occasioned by
illness, reasonable vacation periods, and reasonable leaves of
absence, Executive shall faithfully perform his duties hereunder
including activities and services related to the organization,
operation and management of the Bank.
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3.
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COMPENSATION AND REIMBURSEMENT
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(a) The compensation specified
under this Agreement shall constitute the salary and benefits paid
for the duties described in Section 2(b). The Bank shall pay
Executive as compensation a salary of not less than $ 206,000 per
year (“Base Salary”). During the period of this
Agreement, Executive’s Base Salary shall be reviewed at least
annually; the first such
review will be made no later than
December 31 ,2009 of each year during the term of this Agreement
and shall be effective from the first day of said month through the
next twelve (12) months. Such review shall be conducted by a
Committee designated by the Board, and the Board may increase, but
not decrease, Executive’s Base Salary (any increase in Base
Salary shall become the “Base Salary” for purposes of
this Agreement). In addition to the Base Salary provided in this
Section 3(a), the Bank shall provide Executive at no cost to
Executive with all such other benefits as are provided uniformly to
permanent full-time employees of the Bank.
(b) The Bank will provide
Executive with employee benefit plans, arrangements and perquisites
substantially equivalent to those in which Executive was
participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will
not, without Executive’s prior written consent, make any
changes in such plans, arrangements or perquisites which would
adversely affect Executive’s rights or benefits thereunder.
Without limiting the generality of the foregoing provisions of this
Section 3(b), Executive will be entitled to participate in or
receive benefits under any employee benefit plans including but not
limited to, retirement plans, supplemental retirement plans,
pension plans, profit-sharing plans, health-and-accident plans,
medical coverage, long-term care insurance or any other employee
benefit plan or arrangement made available by the Bank in the
future to its senior executives and key management employees,
subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Executive
will be entitled to incentive compensation and bonuses as provided
in any plan of the Bank in which Executive is eligible to
participate (and he shall be entitled to a pro rata distribution
under any incentive compensation or bonus plan as to any year in
which a termination of employment occurs, other than Termination
for Cause). Nothing paid to Executive under any such plan or
arrangement will be deemed to be in lieu of other compensation to
which Executive is entitled under this Agreement.
Executive may serve as a member of
the board of directors of business, community and charitable
organizations subject to the approval of the Board, provided that
in each case such service shall not materially interfere with the
performance of his duties under this Agreement or present any
conflict of interest. Such service to and participation in outside
organizations shall be presumed for these purposes to be for the
benefit of the Bank, and the Bank shall reimburse Executive his
reasonable expenses associated therewith. Executive will provide to
the Chairman of the Bank or a committee of the Board of Directors
of the Bank at least quarterly a list of expenses incurred by
Executive pursuant to this Section 4, for purposes of
determining the reasonableness of such expenses.
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5.
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WORKING FACILITIES AND EXPENSES
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Executive’s principal place of
employment shall be at the Bank’s principal executive
offices. The Bank shall provide Executive, at his principal place
of employment, with a private office, stenographic services and
other support services and facilities suitable to his position with
the Bank and necessary or appropriate in connection with the
performance of his duties under this Agreement. The Bank shall
provide Executive with an automobile suitable to the position of
President and Chief Executive Officer of the Bank, and such
automobile may be used by Executive in carrying out his duties
under this Agreement. The Bank shall pay directly or reimburse
Executive for the cost of maintenance, use and servicing of such
automobile. The
Bank shall reimburse Executive for
his ordinary and necessary business expenses incurred in connection
with the performance of his duties under this Agreement, including,
without limitation, fees for memberships in such clubs and
organizations that Executive and the Board mutually agree are
necessary and appropriate to further the business of the Bank, and
travel and reasonable entertainment expenses. Reimbursement of such
expenses shall be made upon presentation to the Bank of an itemized
list of the expenses in such form as the Bank may reasonably
require. The Chairman of the Board or a committee of the Board of
Directors will periodically review such expenses for purposes of
confirming their reasonableness pursuant to this
Section 5.
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6.
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PAYMENTS TO EXECUTIVE UPON AN EVENT OF
TERMINATION
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(a) The provisions of this
Section 6 shall apply upon the occurrence of an Event of
Termination (as herein defined) during Executive’s term of
employment under this Agreement. As used in this Agreement, an
“Event of Termination” shall mean and include any one
or more of the following:
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(i)
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the termination by the Bank or the
Company of Executive’s full-time employment hereunder for any
reason other than (A) Disability or Retirement, as defined in
Section 7 below, or (B) Termination for Cause as defined in
Section 8 hereof; or
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(ii)
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Executive’s resignation from
the Bank’s employ, upon any
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(A)
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failure to elect or reelect or to
appoint or reappoint Executive as Executive Vice
President,
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(B)
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material change in Executive’s
function, duties, or responsibilities, which change would cause
Executive’s position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof
described in Section 1, above,
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(C)
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liquidation or dissolution of the
Bank or Company other than liquidations or dissolutions that are
caused by reorganizations that do not affect the status of
Executive,
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(D)
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reduction in Executive’s
annual compensation or benefits or relocation of Executive’s
principal place of employment by more than 25 miles from its
location as of the date of this Agreement, or
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(E)
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material breach of this Agreement by
the Bank.
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Upon the occurrence of any event
described in clauses (ii) (A), (B), (C), (D) or (E), above,
Executive shall have the right to elect to terminate his employment
under this Agreement by resignation upon sixty (60) days prior
written notice given within a reasonable period of time not to
exceed four calendar months after the initial event giving rise to
said right to elect. Notwithstanding the preceding sentence, in the
event of a continuing breach of this Agreement by the Bank,
Executive, after giving due notice within the prescribed time frame
of an initial event specified above, shall not waive any of his
rights solely under this Agreement and this Section 6 by
virtue of the fact that
Executive has submitted his
resignation but has remained in the employment of the Bank and is
engaged in good faith discussions to resolve any occurrence of an
event described in clauses (A), (B), (C), (D) or (E),
above.
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(iii)
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Executive’s involuntary
termination by the Bank or the Company on the effective date of, or
at any time following, a Change in Control, or
(B) Executive’s resignation from employment with the
Bank or the Company following a Change in Control as a result of
the Bank’s or the Company’s (or any successor thereto)
failure to renew or extend this Agreement, or
(C) Executive’s resignation from employment with the
Bank or the Company (or any successor thereto) following a Change
in Control as a result of any event described in
Section 6(a)(A), (B), (C), (D) or (E) above. For these
purposes, a Change in Control of the Bank or the Company shall mean
a change in control of a nature that: (i) would be required to be
reported in response to Item 5.01 of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”); or (ii) results in a Change in Control
of the Bank or the Company within the meaning of the Home
Owners’ Loan Act, as amended, and applicable rules and
regulations promulgated thereunder (collectively, the
“HOLA”) as in effect at the time of the Change in
Control; or (iii) without limitation such a Change in Control shall
be deemed to have occurred at such time as (a) any
“person” (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of Company’s
outstanding securities, except for any securities purchased by the
Bank’s employee stock ownership plan or trust; or (b)
individuals who constitute the Board on the date hereof (the
“Incumbent Board”) cease for any reason to constitute
at least a majority thereof, provided that any person becoming a director subsequent
to the date hereof whose election was approved by a vote of at
least three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company’s
stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this
clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Bank or the Company or similar transaction in which the Bank or
Company is not the surviving institution occurs or is effected; or
(d) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning beneficially
or of record 25% or more of the outstanding securities of the
Company have tendered or offered to sell their shares pursuant to
such tender offer and such tendered shares have been accepted by
the tender offeror. Notwithstanding anything in this subsection to
the contrary, a Change in Control shall not be deemed to have
occurred upon the conversion of the Company’s mutual holding
company parent to stock form, or in connection with any
reorganization used to effect such a conversion.
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(b) Upon the occurrence of an
Event of Termination, as defined in Section 6(a)(i), (ii) or
(iii), on the Date of Termination, as defined in Section 9(b),
the Bank shall pay Executive, or, in
the event of his subsequent death,
his beneficiary or beneficiaries, or his estate, as the case may
be, as severance pay or liquidated damages, or both, a sum equal to
three (3) times the sum of (i) Executive’s Base Salary
and (ii) the highest rate of bonus awarded to Executive during the
prior three years. Any payments hereunder shall be made in a lump
sum within thirty (30) days after the Date of Termination, or in
the event Section 409A of the Internal Revenue Code (the
“Code”) applies, (see Section 23) , no later than the
first day of the seventh month following the Date of Termination.
Such payments shall not be reduced in the event Executive obtains
other employment following termination of employment.
(c) Upon the occurrence of an
Event of Termination, the Bank will cause to be continued life,
medical, dental and disability coverage substantially identical to
the coverage maintained by the Bank for the Executive prior to his
termination, subject to any insurance carrier imposed limitations.
In such event of carrier imposed limitations, the Bank shall make a
“best efforts” attempt to substitute similar individual
coverage. Such coverage shall continue for twelve (12) months from
the Date of Termination and, in the event of a Change in Control as
defined in Section 6(a)(iii), such coverage shall continue for
thirty six (36) months from the Date of Termination.
(d) Upon the occurrence of an
Event of Termination, as defined in Section 6(iii), on the
Date of Termination, as defined in Section 9(b), all stock
options granted to Employee by the Company shall be exercisable in
full, effective as of the date of termination and all restricted
stock awards then outstanding shall be fully vested, be deemed
earn
