Common use of Transition Consulting Services Clause in Contracts

Transition Consulting Services. Commencing on the day following the Effective Date, the Bank agrees to retain ▇▇▇▇▇▇▇ as an independent consultant, and ▇▇▇▇▇▇▇ agrees to render transition consulting services to the Bank, for a period of six (6) months (the “Consulting Period”), unless such consulting arrangement is terminated pursuant to Section 2C hereof. ▇▇▇▇▇▇▇ will report to the Chief Executive Officer of the Bancorp, or their designee. A. The Bank hereby engages ▇▇▇▇▇▇▇ to provide during the Consulting Period such services of a consulting or advisory nature as the Bank may reasonably request with respect to its business and matters within ▇▇▇▇▇▇▇’▇ area of responsibility while employed by the Bank and other matters within his expertise. ▇▇▇▇▇▇▇ shall be reasonably available to the Chief Executive Officer by telephonic or other electronic means for a total of up to 15 hours per week to consult on relevant Northfield matters, including market conditions, customers and community relations, and operational matters. ▇▇▇▇▇▇▇ shall act solely in a consulting capacity hereunder and shall not have authority to act for Northfield or to give instructions or orders on behalf of Northfield or otherwise to make commitments for or on behalf of Northfield. ▇▇▇▇▇▇▇ shall not be an employee of Northfield during the Consulting Period but shall act in the capacity of an independent contractor and Northfield will provide ▇▇▇▇▇▇▇ with a Form 1099 for compensation related to the consulting services. Northfield shall not exercise control over the detail, manner or methods of the performance of the services by ▇▇▇▇▇▇▇ during the Consulting Period or have control over the location at which ▇▇▇▇▇▇▇ performs services. B. As full and complete compensation for any and all services which ▇▇▇▇▇▇▇ may render as a consultant during the Consulting Period: i. The Bank shall pay ▇▇▇▇▇▇▇ an aggregate consulting fee of $100,000 over the Consulting Period, payable monthly, in arrears, at the rate of approximately $16,666.67 per month, within ten (10) business days following the prior month end. If ▇▇▇▇▇▇▇ consults for less than three (3) months during a quarter, such payment shall be reduced proportionately to reflect the actual period for which he consulted during such quarter. ii. Except as is expressly provided in this Agreement, ▇▇▇▇▇▇▇ shall not receive nor be entitled to participate in any Northfield benefits or benefit plans available to employees of Northfield with respect to the work done during the Consulting Period, provided, however, that nothing herein shall prevent ▇▇▇▇▇▇▇ from participating in any Northfield Bank health plan subject to the continued health care coverage provisions of COBRA. iii. During the Consulting Period, ▇▇▇▇▇▇▇ shall be provided reasonable access to office space and administrative support services at the Bancorp’s headquarters, and shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. All expenses will be submitted to the Chief Executive Officer of the Bank for his consideration and approval. iv. ▇▇▇▇▇▇▇ acknowledges that he is, and shall be, solely responsible for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided pursuant to the terms of this Agreement. C. The Bank may terminate the Consulting Period at any time and for any reason (or no reason) by providing ▇▇▇▇▇▇▇ with fifteen (15) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank for “Cause” (as defined below), which shall be effective immediately. In addition, the Consulting Period shall terminate upon the occurrence of a “change in control” of the Bancorp or the Bank (as defined for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder). For purposes of this Agreement, “Cause” shall mean termination because of ▇▇▇▇▇▇▇’▇ personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. No act or failure to act on the part of ▇▇▇▇▇▇▇ shall be considered “willful” unless it is done, or omitted to be done, by ▇▇▇▇▇▇▇ in bad faith or without reasonable belief that ▇▇▇▇▇▇▇’▇ action or omission was in the best interests of the Bank. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, ▇▇▇▇▇▇▇ shall have ten (10) business days from the delivery of written notice by the Bank within which to cure any acts constituting Cause.

Transition Consulting Services. Commencing on the day following the Effective Date, the Bank agrees to retain ▇▇▇▇▇▇▇ Alexander as an independent consultant, and ▇▇▇▇▇▇▇ Alexander agrees to render transition consulting services to the Bank, for a period of six one (61) months year (the “Consulting Period”), unless such consulting arrangement is terminated pursuant to Section 2C hereof. ▇▇▇▇▇▇▇ will report to the Chief Executive Officer of the Bancorp, or their designee. A. The Bank hereby engages ▇▇▇▇▇▇▇ Alexander to provide during the Consulting Period such services of a consulting or advisory nature as the Bank may reasonably request with respect to its business and matters within ▇▇▇▇▇▇▇’▇ Alexander’s area of responsibility while employed by the Bank and other matters within his expertise. ▇▇▇▇▇▇▇ Alexander shall be reasonably available to the Chief Executive Officer by telephonic or other electronic means for a total of up to 15 approximately 72 hours per week quarter to consult on relevant Northfield matters, including market conditions, customers and community relations, and operational matters. ▇▇▇▇▇▇▇ Alexander shall act solely in a consulting capacity hereunder and and, other than while acting in his capacity as non-executive Chairman, shall not have authority to act for Northfield or to give instructions or orders on behalf of Northfield or otherwise to make commitments for or on behalf of Northfield. ▇▇▇▇▇▇▇ Alexander shall not be an employee of Northfield during the Consulting Period Period, but shall act in the capacity of an independent contractor and Northfield will provide ▇▇▇▇▇▇▇ Alexander with a Form 1099 for compensation related to the consulting services. Northfield shall not exercise control over the detail, manner or methods of the performance of the services by ▇▇▇▇▇▇▇ Alexander during the Consulting Period or have control over the location at which ▇▇▇▇▇▇▇ Alexander performs services. B. As full and complete compensation for any and all services which ▇▇▇▇▇▇▇ Alexander may render as a consultant during the Consulting Period, including for all such services provided as non-executive chairman of the Bancorp and the Bank: i. The Bank shall pay ▇▇▇▇▇▇▇ Alexander an aggregate consulting annual fee of $100,000 over the Consulting Period125,000, payable monthly, in arrears, at the rate of approximately $16,666.67 per monthon a quarterly basis, within ten seven (107) business days following the prior month end. If ▇▇▇▇▇▇▇ consults for less than three (3) months during after a quarter, such payment shall be reduced proportionately to reflect the actual period for which he consulted during such quarter.end as follows: January, 2018: $20,833.33, April 2018: $31,250.00, July 2018: $31,250.00, October 2018: $31,250.00, and January 2019: $10,416.67 ii. Except as is expressly provided in this Agreement, ▇▇▇▇▇▇▇ Alexander shall not receive nor be entitled to participate in any Northfield Bancorp or Bank benefits or benefit plans available to employees of Northfield with respect to the work done during the Consulting Period, provided, however, that nothing herein shall prevent ▇▇▇▇▇▇▇ from participating in any Northfield Bank health plan subject to the continued health care coverage provisions of COBRA. iii. During the Consulting Period, ▇▇▇▇▇▇▇ Alexander shall be provided reasonable access to office space and administrative support services at the Bancorp’s headquarters, and shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. All expenses will be submitted to approved by the Chief Executive Officer Lead Director of the Bank for his consideration and approvalBank. iv. ▇▇▇▇▇▇▇ Alexander acknowledges that he is, and shall be, solely responsible for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided pursuant hereunder. Notwithstanding the foregoing provisions of this Section 2B, Alexander shall be entitled to receive Board fees payable to members of the terms Board generally and fees available to him for participation in meetings of any Board committees on which he participates as well as equity grants made to members of the Board, but shall not be entitled to any other fees payable to him solely as Chairman of the Board during the term of this Agreement. C. The Bank may terminate the Consulting Period at any time and for any reason (or no reason) by providing ▇▇▇▇▇▇▇ Alexander with fifteen (15) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank for “Cause” (as defined below), which shall be effective immediately. In the event of a termination for “Cause,” Alexander also agrees by execution of this Agreement that his role as Chairman of the Board shall automatically terminate. In addition, the Consulting Period shall terminate upon the occurrence of a “change in control” of the Bancorp or the Bank (as defined for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder). For purposes of this Agreement, “Cause” shall mean termination because of ▇▇▇▇▇▇▇’▇ Alexander’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. No act or failure to act on the part of ▇▇▇▇▇▇▇ Alexander shall be considered “willful” unless it is done, or omitted to be done, by ▇▇▇▇▇▇▇ Alexander in bad faith or without reasonable belief that ▇▇▇▇▇▇▇’▇ Alexander’s action or omission was in the best interests of the Bank. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, ▇▇▇▇▇▇▇ Alexander shall have ten (10) business days from the delivery of written notice by the Bank within which to cure any acts constituting Cause.

Transition Consulting Services. Commencing on the day following the Effective Date, the Bank agrees to retain ▇▇▇▇▇▇▇ as an independent consultant, and ▇▇▇▇▇▇▇ agrees to render transition consulting services to the Bank, for a period of six three (63) months (the “Consulting Period”), unless such consulting arrangement is terminated pursuant to Section 2C hereof. ▇▇▇▇▇▇▇ will report to the Chief Executive Officer of the Bancorp, or their his designee. A. The Bank hereby engages ▇▇▇▇▇▇▇ to provide during the Consulting Period such services of a consulting or advisory nature as the Bank may reasonably request with respect to its business and matters within ▇▇▇▇▇▇▇’▇ area of responsibility while employed by the Bank and other matters within his expertise. ▇▇▇▇▇▇▇ shall be reasonably available to the Chief Executive Officer by telephonic or other electronic means for a total of up to 15 8 hours per week to consult on relevant Northfield matters, including market conditions, customers and community relations, and operational matters. ▇▇▇▇▇▇▇ shall act solely in a consulting capacity hereunder and shall not have authority to act for Northfield or to give instructions or orders on behalf of Northfield or otherwise to make commitments for or on behalf of Northfield. ▇▇▇▇▇▇▇ shall not be an employee of Northfield during the Consulting Period but shall act in the capacity of an independent contractor and Northfield will provide ▇▇▇▇▇▇▇ with a Form 1099 for compensation related to the consulting services. Northfield shall not exercise control over the detail, manner or methods of the performance of the services by ▇▇▇▇▇▇▇ during the Consulting Period or have control over the location at which ▇▇▇▇▇▇▇ performs services. B. As full and complete compensation for any and all services which ▇▇▇▇▇▇▇ may render as a consultant during the Consulting Period: i. The Bank shall pay ▇▇▇▇▇▇▇ an aggregate consulting fee of $100,000 25,000.00 over the Consulting Period, payable monthly, in arrears, at the rate of approximately $16,666.67 8,333.33 per month, within ten (10) business days following the prior month end. If ▇▇▇▇▇▇▇ consults for less than three (3) months during a quarter, such payment shall be reduced proportionately to reflect the actual period for which he consulted during such quarter. ii. Except as is expressly provided in this Agreement, ▇▇▇▇▇▇▇ shall not receive nor be entitled to participate in any Northfield benefits or benefit plans available to employees of Northfield with respect to the work done during the Consulting Period, provided, however, that nothing herein shall prevent ▇▇▇▇▇▇▇ from participating in any Northfield Bank health plan subject to the continued health care coverage provisions of COBRA. iii. During the Consulting Period, ▇▇▇▇▇▇▇ shall be provided reasonable access to office space and administrative support services at the Bancorp’s headquarters, and shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement. All expenses will be submitted to the Chief Executive Officer of the Bank for his consideration and approval. iv. ▇▇▇▇▇▇▇ acknowledges that he is, and shall be, solely responsible for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided pursuant to the terms of this Agreement. C. The Bank may terminate the Consulting Period at any time and for any reason (or no reason) by providing ▇▇▇▇▇▇▇ with fifteen (15) days advance written notice of such termination, except in the case of a termination of the Consulting Period by the Bank for “Cause” (as defined below), which shall be effective immediately. In addition, the Consulting Period shall terminate upon the occurrence of a “change in control” of the Bancorp or the Bank (as defined for purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder). For purposes of this Agreement, “Cause” shall mean termination because of ▇▇▇▇▇▇▇’▇ personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. No act or failure to act on the part of ▇▇▇▇▇▇▇ shall be considered “willful” unless it is done, or omitted to be done, by ▇▇▇▇▇▇▇ in bad faith or without reasonable belief that ▇▇▇▇▇▇▇’▇ action or omission was in the best interests of the Bank. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, ▇▇▇▇▇▇▇ shall have ten (10) business days from the delivery of written notice by the Bank within which to cure any acts constituting Cause.