This
employment agreement (this “Agreement”) is made
effective as of the 1st day of January, 2009 (the “Effective
Date”), by and between Northfield Bank (the
“Bank”), a federally-chartered savings bank with its
principal offices at 1731 Victory Boulevard, Staten Island, New
York 10314-3598, and John W. Alexander
(“Executive”).
WHEREAS,
the Bank is a wholly-owned subsidiary of Northfield Bancorp, Inc.,
a federally-chartered stock holding company (the
“Company”). The Company is a subsidiary of Northfield
Bancorp, MHC, a federally-chartered mutual holding company (the
“Mutual Holding Company”); and
WHEREAS,
Executive and Northfield Bank, a New York-chartered savings bank
(which was the predecessor of the Bank) entered into an employment
agreement (the “Original Agreement”) dated July 1,
2006, pursuant to which Executive served as Chairman of the Board
and Chief Executive Officer of Northfield Bank; and
WHEREAS,
Section 409A of the Internal Revenue Code (the
“Code”), effective January 1, 2005, requires
deferred compensation arrangements, including those set forth in
employment agreements, to comply with its provisions and
restrictions and limitations on payments of deferred compensation;
and
WHEREAS,
the Final Treasury Regulations issued under Code Section 409A
in April of 2007 necessitate changes to the Original Agreement, and
Executive has agreed to such changes and certain other amendments
to the Original Agreement; and
WHEREAS,
the Bank and Executive believe it is in the best interests of the
Bank to enter into this Agreement, and Executive is willing to
continue to serve in the employ of the Bank on a full-time basis as
its Chairman, President and Chief Executive Officer on the terms
and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual premises and 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 term of Executive’s employment hereunder, Executive
agrees to serve as the Chairman of the Board, President and Chief
Executive Officer of the Bank. Executive shall perform
administrative and management services for the Bank which are
customarily performed by persons in a similar executive officer
capacity. Executive shall be responsible for the overall management
of the Company and the Bank and shall be responsible for
establishing the business
objectives,
policies and strategic plan of the Company and the Bank. Executive
shall also be responsible for providing leadership and direction to
all departments or divisions of the Company and the Bank, and shall
be the primary contact between the Board of Directors and the staff
of the Company and the Bank. During said period, Executive also
agrees to serve as a director of the Company and the Bank and, if
elected, as an officer and director of any subsidiary of the Bank
or the Company. 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
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.
(a) The
term of Executive’s employment under this Agreement shall
commence as of the Effective Date and shall continue thereafter for
a period of three (3) years. 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 renew for an additional year such
that the remaining term of this Agreement is always three
(3) years, unless written notice of non-renewal (a
“Non-Renewal Notice”) is provided to Executive at least
thirty (30) days and not more than sixty (60) days prior
to such Anniversary Date, in which case the term of this Agreement
shall become fixed and shall end three (3) years following
such Anniversary Date. The disinterested members of the Board of
Directors (the “Board”) of the Bank will conduct a
performance evaluation and review of Executive annually for
purposes of determining whether to give notice not to extend the
term of this Agreement, and the results thereof shall be included
in the minutes of the Board’s meeting.
(b) Notwithstanding
anything contained in this Agreement to the contrary, either
Executive or the Bank may terminate Executive’s employment
with the Bank at any time during the term of this Agreement,
subject to the terms and conditions of this Agreement.
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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
consideration paid by the Bank in exchange for duties described in
Section 1 of this Agreement. The Bank shall pay Executive, as
compensation, a salary of not less than $676,000 per year
(“Base Salary”). Base Salary shall include any amounts
of compensation deferred by Executive under any employee benefit
plan or deferred compensation arrangement maintained by the Bank.
Such Base Salary shall be payable bi-weekly or, if different, in
accordance with the Bank’s customary payroll practices.
During the term of this Agreement, Executive’s Base Salary
shall be reviewed at least annually by the 31st day of each
January. Such review shall be conducted by the Board or by a
committee designated by the Board. The committee or the Board may
increase (but not decrease) Executive’s Base Salary at any
time. Any increase in Base Salary shall become the “Base
Salary” for purposes of this Agreement. The Board may engage
the services of an independent consultant to determine the
appropriate Base Salary. In addition to the Base Salary provided in
this Section 3(a), the Bank shall also provide Executive with
all such other benefits as are provided uniformly to full-time
employees of the Bank, on the same basis (including cost) that such
benefits are provided to other senior officers of the
Bank.
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(b) In
addition to the Base Salary provided for in Section 3(a), the
Bank will provide Executive with the opportunity to participate in
employee benefit plans, arrangements and perquisites substantially
equivalent to those in which Executive was participating or
otherwise deriving a benefit from immediately prior to the
beginning of the term of this Agreement, and any other employee
benefit plans, arrangements and perquisites suitable for the
Bank’s senior executives adopted by the Bank subsequent to
the Effective Date, 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 separately
providing for an arrangement that ensures Executive receives, or
will receive, the economic value that Executive would otherwise
lose as a result of such adverse effect, unless such changes apply
equally to all other employees or senior officers of the Bank.
Without limiting the generality of the foregoing provisions of this
Section 3(b), Executive shall be entitled to participate in or
receive benefits under any employee benefit plans, whether
tax-qualified or otherwise, including, but not limited to,
retirement plans, supplemental retirement plans, deferred
compensation plans, pension plans, profit-sharing plans, employee
stock ownership plans, stock award or stock option plans,
health-and-accident plans, medical coverage 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 (including
designation by the Board of eligibility to participate, if
applicable). Executive shall also be entitled to incentive
compensation and bonuses as provided in any plan or arrangement 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 Just Cause). Nothing
paid to Executive under any such plans or arrangements will be
deemed to be in lieu of other compensation to which Executive is
entitled under this Agreement.
(c) In
addition to the Base Salary provided for by Section 3(a) and
other compensation and benefits provided for by Section 3(b),
the Bank shall pay or reimburse Executive for all reasonable
expenses incurred by Executive in performing his obligations under
this Agreement in accordance with the Bank’s reimbursement
policies. Such reimbursements shall be made promptly by the Bank
and, in any event, not later than March 15 of the year
immediately following the calendar year in which Executive incurred
such expense.
(d) The
Bank shall continue to sponsor and pay for the non-qualified
supplemental retirement income plan(s) in effect on the date hereof
for the benefit of Executive and shall provide Executive with a
life insurance policy owned by Executive or a family trust for
which the Bank pays all premiums, provided that Executive shall
recognize income on such coverage at the rates determined pursuant
to applicable federal and state tax laws. The Bank shall also pay
or reimburse Executive for the annual dues associated with
Executive’s membership in a country club of Executive’s
choice located in the market area served by the Bank. In addition,
during the term of this Agreement the Bank shall reimburse
Executive for the expense of leasing an automobile for use by
Executive under a 36-39 month lease provided the monthly lease
payment does not exceed $1,500, and provided further that the
monthly lease allowance shall be reviewed by the Board at the end
of each three-year lease term. The Bank shall also reimburse
Executive for the reasonable expenses associated with the use of
such automobile, including gasoline, maintenance expenses and
insurance. Such reimbursements and payments shall be
made
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promptly by the
Bank and, in any event, not later than March 15 of the year
immediately following the calendar year in which Executive incurred
such expense.
(e) Executive
shall be entitled to paid time off in accordance with the standard
policies of the Bank for senior executive officers, but in no event
less than thirty (30) days paid time off during each year of
employment. Executive shall receive his Base Salary and other
benefits during periods of paid time off. Executive shall also be
entitled to paid legal holidays in accordance with the policies of
the Bank. Executive shall also be entitled to sick leave in
accordance with the policies of the Bank, but in no event less than
the number of days of sick leave per year to which Executive was
entitled at the Effective Date of this Agreement.
During
the term of his employment hereunder, except for periods of absence
occasioned by illness, reasonable vacation periods and reasonable
leaves of absence approved by the Board, Executive shall devote
substantially all his business time, attention, skill, and efforts
to the faithful performance of his duties hereunder. Executive also
may serve as a member of the board of directors of business, trade
association, community and charitable organizations subject to the
annual 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.
Executive shall provide to the Board annually a list of all
organizations for which Executive serves as a director or in a
similar capacity for purposes of obtaining the Board’s
approval of Executive’s service on the boards of such
organizations. 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, except for such items
that are tax deductible by the Executive as charitable
contributions.
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5.
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PAYMENTS TO EXECUTIVE UPON AN EVENT
OF TERMINATION.
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(a) Upon
the occurrence of an Event of Termination (as herein defined)
during Executive’s term of employment under this Agreement,
the provisions of this Section 5 shall apply. As used in this
Agreement, an “Event of Termination” shall mean and
include any of the following:
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(i)
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the
termination by the Bank of Executive’s full-time employment
hereunder for any reason other than termination governed by
Section 6 (Termination for Just Cause) or termination governed
by Section 7 (Termination for Disability or Death);
or
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(ii)
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Executive’s resignation from
the Bank’s employ for any of the following
reasons:
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(A)
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the
failure to elect or reelect or to appoint or reappoint Executive to
the positions set forth under Section 1 (without
Executive’s consent), or the failure to nominate or
renominate Executive as a Director of the Bank or the
Company;
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(B)
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a
material change in Executive’s functions, duties, or
responsibilities with the Bank, 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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a
relocation of Executive’s principal place of employment by
more than 30 miles from the corporate office located at 581 Main
Street, Woodbridge, New Jersey;
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(D)
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a
material reduction in the benefits and perquisites to Executive
from those being provided as of the Effective Date of this
Agreement, other than a reduction that is part of a Bank-wide
reduction in pay or benefits;
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(E)
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a
liquidation or dissolution of the Company or the Bank, other than a
liquidation or dissolution that is caused by a reorganization or a
mutual-to-stock conversion of the Mutual Holding Company which does
not affect the status of Executive; or
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(F)
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a
material breach of this Agreement by the Bank.
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Upon the occurrence of any event
described in clauses (A), (B), (C), (D), (E) or (F), above,
Executive shall have the right to elect to terminate his employment
under this Agreement by resignation upon not less than
sixty (60) days prior written Notice of Termination, as
defined in Section 9(a), given within six (6) full
calendar months after the 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 under this
Agreement and this Section solely by virtue of the fact that
Executive has submitted his resignation, provided Executive 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 (F) above.
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(iii)
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Executive’s voluntary
resignation from the Bank’s employ on the effective date of,
or at any time following, a Change in Control of the Bank or the
Company during the term of this Agreement. 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) 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),
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other than the
Mutual Holding Company, 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 of Directors of
the Company 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 a
majority of the directors 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 (d) a proxy statement is
distributed soliciting proxies from stockholders of the Company, by
someone other than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or
more corporations or financial institutions, and as a result of
such proxy solicitation, a plan of reorganization, merger,
consolidation or similar transaction involving the Company is
approved by the requisite vote of the Company’s stockholders;
or (e) 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 to the contrary
herein, a Change in Control shall not be deemed to have occurred in
the event that (i) the Company sells less than 50% of its
outstanding common stock in one or more stock offerings, or
(ii) the Company or the Mutual Holding Company converts to
stock form by reorganizing into the stock holding company
structure.
(b) Upon
the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 9(b), the Bank shall be
obligated to 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, an amount
equal to the sum of: (i) his earned but unpaid salary as of
the date of his termination of employment with the Bank;
(ii) the benefits, if any,
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