Exhibit 10.1
KEARNY BANK
AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE PAY PLAN
EFFECTIVE AS OF APRIL 20, 2022
A. Purpose.
The primary purpose of the Kearny Bank Amended and Restated Change in Control Severance Pay Plan, effective as of April 20, 2022 (the “Plan”) is to recruit and foster the continuous employment of key management personnel of Kearny Bank (the “Bank”) and to reinforce and encourage their continued attention and dedication to their duties in the event of any potential or actual Change in Control (as defined below), although no such change is now apparent or contemplated.
B. Covered Participants.
Any Participant, subject to paragraph C below, with at least one year of service as of his or her termination date shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the Participant’s employment with the Bank is involuntarily terminated or (ii) the Participant terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).
For purposes of this Plan, a “Participant” shall mean an employee of the Bank who has been named an officer of the Bank with a title of not less than 1st Vice President.
C. Limitations on Eligibility for Change in Control Severance Benefits.
D. Definitions of Change in Control.
For purposes of this Plan, a “Change in Control” means any of the following events:
E. Determination of the Change in Control Severance Benefit.
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F. Withholding.
All payments will be subject to customary withholding for federal, state and local tax purposes.
G. Parachute Payment.
Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit to a Participant who is a “Disqualified Individual” shall be in an amount which includes an “Excess Parachute Payment,” taking into account payments under this Plan and otherwise, the benefit payable under this Plan shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms “Disqualified Individual” and “Excess Parachute Payment” shall have the same meanings as under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto.
H. Administration.
The Plan is administered by the Compensation Committee, which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits. Notwithstanding anything in the Plan to the contrary, the Board of Directors of the Bank may, in its discretion, take any action and exercise any power, privilege or discretion conferred on the Compensation Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee. All decisions of the Compensation Committee, any action taken by the Compensation Committee with respect to the Plan and within the powers granted to the Compensation Committee under the Plan, and any interpretation by the Compensation Committee of any term or condition of the Plan, are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. The Compensation Committee may delegate and reallocate any authority and responsibility with respect to the Plan.
I. Source of Payments.
Unless otherwise determined by the Compensation Committee, all payments and benefits provided under this Agreement shall be paid solely by the Bank or its successors. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit.
J. Inalienability.
In no event may any Participant sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.
K. Governing Law.
The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the State of New Jersey, except to the extent that federal law applies.
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L. Severability.
If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
M. No Employment Rights.
Neither the establishment nor the terms of this Plan shall be held or construed to confer upon any Participant the right to a continuation of employment by the Bank, nor constitute a contract of employment, express or implied. The Bank reserves the right to dismiss or otherwise deal with any Participant to the same extent and on the same basis as though this Plan had not been adopted. Nothing in this Plan is intended to alter the at-will status of the Bank’s employees, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement, the employment of any employee may be terminated at any time by either the Bank or the employee with or without cause.
N. Amendment and Termination.
The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board of Directors, unless a Change in Control has previously occurred. If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever. The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board of Directors. A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participant’s rights hereunder. A proper termination of the Plan automatically shall effect a termination of all Participants’ rights and benefits hereunder. This Plan supersedes in its entirely the Kearny Bank Officer Change in Control Severance Pay Plan that was adopted effective as of June 19, 2019.
O. Required Provisions.
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P. Claims Procedures and Arbitration.
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Q. Successors.
The provisions of this Plan shall bind and inure to the benefit of the Bank and its successors and assigns. The term “successors” as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Bank, and successors of any such corporation or other business entity.
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This plan has been approved and adopted by the Board of Directors of the Bank and is effective as of April 20, 2022.
KEARNY BANK
By: /s/ Craig L. Montanaro
Craig L. Montanaro
President and Chief Executive Officer
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