This employment
agreement (this “Agreement”) is made effective as of
the 1st day of July, 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 Kenneth
J. Doherty (“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 the Bank entered into an employment agreement (the “Prior
Agreement”) dated July 1, 2008, pursuant to which
Executive serves as Executive Vice President and Chief Lending
Officer of the Bank; and
WHEREAS, the Bank
and Executive believe it is in the best interests of the Bank to
renew the Prior Agreement, and Executive is willing to continue to
serve in the employ of the Bank on a full-time basis as Executive
Vice President and Chief Lending 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:
1. POSITION
AND RESPONSIBILITIES.
During the term of
Executive’s employment hereunder, Executive agrees to serve
as the Executive Vice President and Chief Lending 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. During said period, Executive
also agrees to serve as an officer and director of any subsidiary
of the Bank or the Company, if elected.
(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.
3.
COMPENSATION AND REIMBURSEMENT.
(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 $280,000 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.
(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
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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) 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.
5. PAYMENTS
TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(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
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(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;
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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
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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), 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.
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(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, to which he is entitled as a former employee
under the employee benefit plans and programs and compensation
plans and programs maintained for the benefit of the Bank’s
or Company’s
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officers and
employees; (iii) the remaining payments that Executive would
have earned, in accordance with Sections 3(a) and 3(b), if he had
continued his employment with the Bank for a thirty-six
(36) month period following his termination of employment, and
had earned a bonus and/or incentive award in each year equal in
amount to the average bonus and/or incentive award earned by him
over the three calendar years preceding the year in which the
termination occurs in the case of a termination pursuant to
Section 5(a)(i) or 5(a)(ii), or the highest annual bonus
and/or incentive award earned by him in any of the three calendar
years preceding the year in which the termination occurs in the
case of a termination pursuant to Section 5(a)(iii); and
(iv) the annual contributions or payments that would have been
made on Executive’s behalf to any employee benefit plans of
the Bank or the Company as if Executive had continued his
employment with the Bank for a thirty-six (36) month period
following his termination of employment, based on contributions or
payments made (on an annualized basis) at the Date of Termination.
Any payments hereunder shall be made in a lump sum within thirty
(30) days after the Date of Termination, or in the event
Executive is a Specified Employee (within the meaning of Treasury
Regulations §1.409A-1(i)), and to the extent necessary to
avoid penalties under Code Section 409A, no payment shall be
made to Execut
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