EMPLOYMENT AGREEMENT BETWEEN BCB COMMUNITY BANK AND MICHAEL LESLER

BETWEEN

BCB COMMUNITY BANK AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

This Employment Agreement (the "Agreement") is made effective as of the 9th day of April, 2018 (the "Effective Date"), by and between BCB COMMUNITY BANK, a New Jersey state-chartered bank (the "Bank"), with its principal offices at ▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Executive"). Any reference to the "Company" shall mean BCB Bancorp, Inc., or any successor thereto.

WHEREAS, the Bank wishes to assure itself of the services of Executive for the period provided in this Agreement; and

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement; and

WHEREAS, the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time.

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:   

1.     POSITION AND RESPONSIBILITIES

During the term of this Agreement, Executive agrees to serve as Chief Operating Officer of the Bank (the "Executive Position"), and will generally perform all duties and will have all powers associated with such position as set forth in the Job Description provided to Executive by the Bank and as may be set forth in the Bylaws of the Bank.  The Job Description is attached hereto as Exhibit A, and is incorporated herein by reference. In addition, Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Bank, in conjunction with the Board of Directors of the Bank ("Board").  During the term of the Agreement, Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and in such capacity carry out such duties and responsibilities reasonably appropriate to that office.

 

3. PERFORMANCE OF DUTIES

During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties directed by the Board.  Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest.  Executive will present annually to the Board for its review and approval, a list of organizations in which Executive is participating or proposes to participate.  Such service to and participation in outside organizations will be presumed for these purposes to be for the benefit of the Bank, and the Bank will reimburse Executive his reasonable expenses associated therewith, to the extent Executive's expenses are not reimbursed by such organizations.

4.  COMPENSATION AND REIMBURSEMENT

In addition, Executive may be entitled to participate in any other incentive compensation and bonus plans or arrangements of the Bank or the Company.  Any incentive compensation will be paid in cash in accordance with the terms of such plans or arrangements, or on a discretionary basis by the Committee.  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.

 

 

Executive's principal place of employment will be at such place as directed by the Board.  The Bank will provide Executive at his principal place of employment with a private office, secretarial 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.

6. TERMINATION AND TERMINATION PAY 

Subject to Section 7 of this Agreement which governs the occurrence of a Change in Control, Executive's employment under this Agreement may be terminated in the following circumstances:

 

(i)

Termination of Executive's employment based on "Disability" shall mean termination because of any permanent, physical or mental impairment which restricts Executive from performing all the essential functions of normal employment.  A determination as to whether Executive has suffered a Disability shall be made by the Board with objective medical input.  In the event of termination due to Disability, Executive will be entitled to disability benefits, if any, provided under a long term disability plan sponsored by the Bank, if any.

(ii)

In the event the Board determines that Executive is Disabled, Executive will no longer be obligated to perform services under this Agreement.  Upon Executive's termination due to Disability, the Bank will cause to continue to provide to Executive life insurance and non-taxable medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Company or the Bank for Executive immediately prior to his termination for Disability.  This coverage shall cease upon the earlier of (i) three (3) years from the date of termination, or (ii) the date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and spouse, then Executive's family or spouse shall continue to be covered for the remainder of the three (3) year period, or in the case of the spouse, until the spouse becomes eligible for Medicare coverage or obtains health care coverage elsewhere, whichever period is less.

(i)

The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for cause ("Cause"). Executive shall have no right to receive compensationor other benefits for any period after termination for Cause, except for vested benefits. Termination for Cause shall mean termination (as determined by the Board in good faith) because of the Executive's:

(1)	material act of dishonesty in performing Executive's duties on behalf of the Bank;

 

 

(2)	willful misconduct that, in the judgment of the Board, will likely cause material economic damage to the Bank or injury to the business reputation of the Bank;

(3)	incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the commercial banking  industry);

(4)	breach of fiduciary duty;

(5)	intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;

(6)	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 regulatory order;

(7)	material breach of any provision of this Agreement; or,

(8)	failure to satisfy the requirements set forth in the Executive's Job Description.

(ii)

Executive's termination for Cause will not become effective unless the Board has delivered to Executive a copy of a notice of termination in accordance with Section 8(a) hereof. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination, which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board, stating that the Executive was guilty of the conduct described above and specifying the particulars of such conduct.

(i)

The Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than for cause (a termination "Without Cause"). Any termination of Executive's employment, other than Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank's qualified or non-qualified retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.

 

 

(ii)

In the event of termination under this Section 6(f) the Bank shall pay Executive, as severance pay, a cash lump sum payment equal to his Base Salary. Such payment shall be payable within thirty (30) days following Executive's date of termination, and will be subject to applicable withholding taxes.

(iii)

In addition, the Bank will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination.  Such life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the earlier of (i) the end of the term of this Agreement, or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the date on which such substantially comparable coverage is made available to the Executive through subsequent employment.

 

(i)

A change in the effective control of the Company or Bank occurs on the date that (i) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 2 year period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing more than 50 percent of the total voting power of the stock of the Company or Bank, and (ii) a majority of the members of the Company's or Bank's board of directors is replaced during any 2 year period by directors whose appointment or election is not endorsed by a majority of the members of the Company's or Bank's board of directors prior to the date of the appointment or election.

 

8. NOTICE

 

9. POST-TERMINATION OBLIGATIONS/NON-COMPETE

(i)

solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever which competes with the business of the Bank, or any of its direct or indirect subsidiaries or affiliates, which has headquarters or  offices within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations;

(ii)

become an officer, employee, consultant, director, independent contractor, agent, joint venturer, partner or trustee of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity that competes with the business of the Bank or any of its  direct or indirect subsidiaries or affiliates, which: (i) has headquarters within twenty-five (25) miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations  (the "Restricted Territory"); or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but only if Executive would be employed, conduct business or have other responsibilities or duties within the Restricted Territory; or,

(iii)

solicit, provide any information, advice or recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

 

10. SOURCE OF PAYMENTS/RELEASE

 

11. REQUIRED REGULATORY PROVISIONS

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

 

14.  SEVERABILITY

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

16.  GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Jersey, but only to the extent not superseded by federal law.

17.  ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator mutually acceptable to the Bank and Executive, sitting in a location selected by the Bank within twenty-five (25) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction.

18. INDEMNIFICATION

Insurance.  During the term of this Agreement, the Bank will provide Executive with coverage under a directors' and officers' liability policy, at the Bank's expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank.

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all the business or assets of the Bank, to expressly and unconditionally assume and agree to perform the Bank's obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

 

If any action is brought by either party against the other party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and costs incurred in connection with the prosecution or defense of such action.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates set forth below.

BCB COMMUNITY BANK: