BCB BANCORP, INC.
EXECUTIVE AGREEMENT
WHEREAS, DONALD MINDIAK ("Executive") and BCB BANCORP, INC. (the
"Company")
and BCB COMMUNITY
BANK (the "Bank")
have entered into an
Executive
Agreement
("Executive Agreement") to guarantee and ensure that the Executive
shall receive
the full value of the
benefits to which he is entitled under various benefit
plans sponsored
by the Company or by the Bank in which
the Executive is a
participant; and
WHEREAS, tax law
provisions relating to
"golden parachute payments" could
have the effect of reducing the benefits otherwise promised to Executive under
the various benefit
plans sponsored by the Company or the Bank as a result of a
Change in Control of the Company or the Bank, either as the result of
cut-backs
in the benefit
due to restrictions imposed by the Company or the Bank's
regulators or the
imposition of an excise tax on the deemed "excess parachute
payment"; and
WHEREAS, the Board
believes that this
Executive Agreement is
in the best
interests of the
Company and the Bank and their shareholders and will provide
the benefits
intended to be
provided to Executive
in the event of a change in
control of the Company or the Bank, without any reduction because of tax code
"penalties" or excise taxes relating to a change in control;
and
WHEREAS, Section 409A
of the Internal
Revenue Code ("Code")
necessitates
certain changes to this Executive Agreement and the Bank and
Executive desire to
amend this Executive Agreement to comply with this Code
Section.
NOW,
THEREFORE, in
consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the
parties hereto
hereby agree as follows:
1.
In the event of a Change in Control (as defined in the Change in
Control
Agreement between the Company and the Executive) of the Bank or the
Company, the
Executive shall be entitled to receive, pursuant to this Executive
Agreement, an
amount payable by the
Company or the Bank, in addition to any compensation or
benefits otherwise
paid by the Bank or
the Company,
which shall equal the
difference, if any,
between (i) the amount that would be paid by the Company or
the Bank under the terms of the various benefit plans without regard to any
reduction that may be
required or imposed by any regulatory authority having
jurisdiction over the
Company or the Bank, and (ii) the amount that is actually
paid to or for the benefit of the Executive by the Company or the
Bank under the
terms of the various benefit plans.
2.
In addition, in each calendar year that Executive is entitled to
receive
payments or benefits
under the provisions
of a benefit plan and this Executive
Agreement, the
independent
accountants
of the Company or the Bank shall
determine if an excess
parachute payment (as defined in Section 4999 of the
Code) exists.
Such determination shall be made after taking any reductions
permitted pursuant to
Section 280G of the Code and the regulations thereunder.
Any amount determined
to be an excess
parachute payment after taking into
account such
reductions shall be
hereafter referred to
as the "Initial Excess
Parachute Payment."
As soon as
practicable
after a Change
in Control, the
Initial Excess
Parachute Payment shall be determined. Upon the Date of
<PAGE>
Termination following
a Change in
Control, the Company or the Bank shall
pay
Executive, subject to applicable withholding requirements under
applicable state
or federal
