Kearny Financial Corp. Sample Contracts

Up to 78,775,000 Shares Kearny Financial Corp. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT March 13, 2015
Agency Agreement • March 18th, 2015 • Kearny Financial Corp. • Savings institution, federally chartered • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2015 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of , 2015, by and between Kearny Bank, formerly known as Kearny Federal Savings Bank, (the “Bank”) and Craig L. Montanaro (“Executive”), and shall take effect as of the Effective Date (as defined below in Section 18). Any reference to the “Company” means Kearny Financial Corp., the stock holding company of the Bank.

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FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • November 19th, 2021 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent and all p

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EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2022 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This Employment Agreement (the “Agreement”) is entered into by and between Kearny Bank (the “Bank”) and Keith Suchodolski (“Executive”) as of June 15, 2022. Any reference to the “Company” means Kearny Financial Corp., the stock holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder.

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FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • November 19th, 2021 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the parent and all p

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TWO YEAR CHANGE IN CONTROL AGREEMENT
Two Year Change in Control Agreement • August 28th, 2019 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This Change in Control Agreement (the “Agreement”) is entered into by and between Kearny Bank (the “Bank”) and Anthony V. Bilotta, Jr. (the “Officer”) as of July 1, 2018. Any reference to the Company hereunder shall mean Kearny Financial Corp., (together with its successors and assigns), a Maryland corporation and the stock holding company of the Bank.

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AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 1, 2017 BY AND BETWEEN KEARNY FINANCIAL CORP. AND CLIFTON BANCORP INC.
Voting Agreement • November 2nd, 2017 • Kearny Financial Corp. • Savings institution, federally chartered • Maryland

This is an Agreement and Plan of Merger, dated as of the 1st day of November, 2017 (“Agreement”), by and between Kearny Financial Corp., a Maryland corporation (“Purchaser”), and Clifton Bancorp Inc., a Maryland corporation (the “Company”).

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July 24, 2014
Kearny Financial Corp. • September 5th, 2014 • New Jersey

This letter sets forth the agreement between Kearny Federal Savings Bank, Fairfield, New Jersey (the “Bank”), the wholly-owned subsidiary of Kearny Financial Corp. (the “Company”), which in turn is the majority-owned subsidiary of Kearny MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the MHC. The scope, timing and fee structure for these appraisal services are described below.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 5th, 2014 • Kearny Financial Corp. • New Jersey

THIS AGREEMENT, is entered into the 30th day of June, 2012, (“Effective Date”) by and between Kearny Financial Corp., Kearny, New Jersey (the “Company”) and Craig L. Montanaro (the “Executive”).

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Form of Stock Option Granted by KEARNY FINANCIAL CORP. under the KEARNY FINANCIAL CORP.
2016 Equity Incentive Plan • February 17th, 2017 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and f

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2015 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of May 18, 2015, by and between Kearny Financial Corp. (the “Company”) and Craig L. Montanaro (“Executive”), and shall take effect as of the Effective Date (as defined below in Section 18). Any reference to the “Bank” means Kearny Bank, formerly known as Kearny Federal Savings Bank.

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FORM OF] AMENDED AND RESTATED TWO YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 28th, 2019 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

This Amended and Restated Change in Control Agreement (the “Agreement”) is entered into by and between Kearny Bank (the “Bank”) and ________________ (the “Officer”) as of July 1, 2019 (the “Effective Date”). Any reference to the Company hereunder shall mean Kearny Financial Corp., (together with its successors and assigns), a Maryland corporation and the stock holding company of the Bank.

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FORM OF] KEARNY BANK EXECUTIVE LIFE INSURANCE AGREEMENT Amendment
Executive Life Insurance Agreement • September 14th, 2015 • Kearny Financial Corp. • Savings institution, federally chartered

WHEREAS, the Bank wishes to amend the Agreement to conform the definition of “Change in Control” with that of other arrangements sponsored by the Bank and to eliminate references to the “Office of Thrift Supervision” in the Agreement; and

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RESTRICTED STOCK AWARD
Equity Incentive Plan • November 19th, 2021 • Kearny Financial Corp. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “

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KEARNY BANK AMENDED AND RESTATED EXECUTIVE LIFE INSURANCE AGREEMENT EFFECTIVE AS OF JULY 1, 2022 FOR CRAIG MONTANARO
Executive Life Insurance Agreement • June 16th, 2022 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

WHEREAS, Kearny Bank (the “Bank”) entered into an Executive Life Insurance Agreement, dated as of August 15, 2005, as amended by an addendum and two amendments (the “Prior Agreement”) with Craig L. Montanaro (the “Insured”); and

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KEARNY FEDERAL SAVINGS BANK DIRECTOR LIFE INSURANCE AGREEMENT Amendment
Kearny Federal Savings • September 5th, 2014 • Kearny Financial Corp.

WHEREAS, Kearny Federal Savings Bank (the “Bank”) has entered into a Director Life Insurance Agreement (“Agreement”) with [name] (the “Insured”); and

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FORM OF] KEARNY BANK DIRECTOR LIFE INSURANCE AGREEMENT Amendment
Director Life Insurance Agreement • September 14th, 2015 • Kearny Financial Corp. • Savings institution, federally chartered

WHEREAS, the Bank wishes to amend the Agreement to conform the definition of “Change in Control” with that of other arrangements sponsored by the Bank and to eliminate references to the “Office of Thrift Supervision” in the Agreement; and

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AMENDMENT TO FREEZE THE BENEFIT UNDER THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Supplemental Executive Retirement Plan • December 22nd, 2022 • Kearny Financial Corp. • Savings institution, federally chartered

This Freeze Amendment (the “Amendment”) is made to the Supplemental Executive Retirement Plan (the “Plan”), effective as of July 1, 2021, by and between Kearny Bank (the “Bank”) and Craig L. Montanaro (the “Executive”), as of December 21, 2022.

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AMENDED AND RESTATED NON-COMPETITION AGREEMENT
Non-Competition Agreement • December 13th, 2017 • Kearny Financial Corp. • Savings institution, federally chartered • New Jersey

THIS AMENDED AND RESTATED NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into by and between Kearny Bank (the “Bank”) and Paul M. Aguggia (“Executive”) (collectively referred to as the “Parties”) as of the 29th day of November, 2017.

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FORM OF PERFORMANCE-BASED RESTRICTED STOCK AWARD Granted by KEARNY FINANCIAL CORP. under the KEARNY FINANCIAL CORP.
2016 Equity Incentive Plan • February 17th, 2017 • Kearny Financial Corp. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “

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KEARNY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective July 1, 2021
Supplemental Executive Retirement Plan • June 21st, 2021 • Kearny Financial Corp. • Savings institution, federally chartered

This Supplemental Executive Retirement Plan (the “Plan”) is entered into by and between Kearny Bank, a New Jersey state chartered stock savings bank (the “Bank”), and Craig L. Montanaro, President and Chief Executive Officer (the “Executive”) of the Bank, effective as of July 1, 2021. References herein to the “Company” are to Kearny Financial Corp., the holding company of the Bank.

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FORM OF TIME-BASED RESTRICTED STOCK AWARD Granted by KEARNY FINANCIAL CORP. under the KEARNY FINANCIAL CORP.
2016 Equity Incentive Plan • February 17th, 2017 • Kearny Financial Corp. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “

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FORM OF TIME-BASED RESTRICTED STOCK AWARD
Equity Incentive Plan • November 19th, 2021 • Kearny Financial Corp. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “

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