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Supplemental Executive Retirement Agreement

 

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Title:

Supplemental Executive Retirement Agreement

Entities:

Northfield Bancorp, Inc.

Date:

2007

Size:

20KB total

Price:

$41

ID:

#2945397

 

 

► Compensation ► Retirement Agmt. ► Executive ► Supplemental Executive Retirement Agreements

 

 

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SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
     THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the ?Agreement?) is dated July 18, 2006, by and between NORTHFIELD SAVINGS BANK (the ?Bank?), a New York chartered savings bank (the ?Bank?), and ALBERT J. REGEN, the President of the Bank (the ?Executive?).
RECITALS
     1. The Bank is a wholly-owned subsidiary of Northfield Holdings Corp., a corporation organized under the laws of the State of New York (the ?Company?). The Company is a wholly-owned subsidiary of NSB Holding Corp., a New York-chartered mutual holding company (the ?Mutual Holding Company?).
     2. Executive has served as the President of the Bank for 16 years and the Bank wishes to enter into this Agreement in recognition of Executive?s past services to the Bank and future services that Executive may be asked to perform hereunder.
     NOW THEREFORE, in consideration of the mutual agreements and covenants contained in this Agreement, the parties hereto agree as follows:
1.   Definitions. In this Agreement, the following words and phrases shall have the following meanings:
  (a)   Benefit Commencement Date shall mean the first business day of the calendar month following the earliest of (i) Executive?s Separation from Service or (iii) Executive?s death.
 
  (b)   Monthly Benefit shall mean $17,450.00, payable on the first calendar day of each month, starting on the Benefit Commencement Date and ending 120 months later.
 
  (c)   Separation from Service shall mean September 30, 2006, the date of cessation of the employment relationship between Executive and the Bank, the Company, the Mutual Holding Company and any affiliates and subsidiaries, and shall be construed to comply with Section 409A of the Internal Revenue Code of 1986 (the ?Code?) and Proposed Treasury Regulations Section 1.409A-1(h).
 
  (d)   Change in Control. A ?Change in Control? shall mean (i) a change in the ownership of the Company or Bank, (ii) a change in the effective control of the Company or Bank, or (iii) a change in the ownership of a substantial portion of the assets of the Company or Bank, as described below.
 
      A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Company or Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock

 


 

      of such corporation. For these purposes, a change in ownership will not be deemed to have occurred if no stock of the Company or Bank is outstanding.
 
      A change in the effective control of the Company or Bank occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing 35 percent or more of the total voting power of the stock of the Company or Bank, or (ii) a majority of the members of the Company?s or Bank?s board of directors is replaced during any 12-month 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, provided that this subsection ?(ii)? is inapplicable where a majority shareholder of the Company or Bank is another corporation.
 
      A change in a substantial portion of the Company?s or Bank?s assets occurs on the date that any one person or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (i) all of the assets of the Company or Bank, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of 2005 Proposed Treasury Regulations section 1.409A-3(g)(5), except to the extent that such proposed regulations are superseded by subsequent guidance.

 

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