Brooklyn Federal Bancorp, Inc. Sample Contracts

EXHIBIT 10.2
Employment Agreement • February 1st, 2005 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Agreement is made effective as of the 1st day of January 2008, by and between Brooklyn Federal Savings Bank (the “Bank”), a federally chartered stock savings bank, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, Brooklyn Federal Bancorp, Inc. (the “Company”), a federal mid-tier stock holding company, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, and Angelo J. Di Lorenzo (“Executive”).

FOR
Income Agreement • August 15th, 2005 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York
DRAFT 3,450,000 Shares (subject to increase up to 3,967,500 shares in the event of an increase in the pro forma market value of the Company's Common Stock)
Agency Agreement • February 1st, 2005 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Agreement is made effective as of the 1st day of January 2008, by and between Brooklyn Federal Savings Bank (the “Bank”), a federally chartered stock savings bank, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, Brooklyn Federal Bancorp, Inc. (the “Company”), a federal mid-tier stock holding company, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, and Richard A. Kielty (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Agreement is made effective as of the 1st day of January 2008, by and between Brooklyn Federal Savings Bank (the “Bank”), a federally chartered stock savings bank, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, Brooklyn Federal Bancorp, Inc. (the “Company”), a federal mid-tier stock holding company, with its principal administrative office at 81 Court Street, Brooklyn, New York 11201, and Marilyn Alberici (“Executive”).

BROOKLYN FEDERAL SAVINGS BANK SPLIT DOLLAR INSURANCE AGREEMENT Amendment Number One
Dollar Insurance Agreement • December 6th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered

The Brooklyn Federal Savings Bank Split Dollar Insurance Agreement with Marilyn Alberici (“Employee”) dated as of November 3, 1994 (the “Agreement”) is hereby amended in accordance with the following, effective as of December 1, 2007:

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 17th, 2011 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2011, is by and between (i) Investors Savings Bank, a New Jersey savings bank (“Investors Bank”), Investors Bancorp, Inc., a Delaware corporation (“Investors Bancorp”), Investors Bancorp, MHC, a New Jersey mutual holding company (“Investors MHC”), and (ii) Brooklyn Federal Savings Bank, a Federal savings bank (“Brooklyn Federal Savings”), Brooklyn Federal Bancorp, Inc., a Federal corporation (“Brooklyn Bancorp”), and BFS Bancorp, MHC, a Federal mutual holding company (“Brooklyn MHC”). Each of Investors Bank, Investors Bancorp, Investors MHC, Brooklyn Federal Savings, Brooklyn Bancorp and Brooklyn MHC is sometimes individually referred to herein as a “party,” and Investors Bank, Investors Bancorp, Investors MHC, Brooklyn Federal Savings, Brooklyn Bancorp and Brooklyn MHC are collectively sometimes referred to as the “parties.”

SUPERVISORY AGREEMENT
Supervisory Agreement • October 4th, 2010 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered

This Supervisory Agreement (Agreement) is made this 28th day of September, by and through the Board of Directors (Board) of Brooklyn Federal Savings Bank, Brooklyn, New York, OTS Docket No. 03198 (Association) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Northeast Region (Regional Director);

MEMORANDUM OF UNDERSTANDING IN THE BROOKLYN FEDERAL BANCORP, INC. SHAREHOLDER LITIGATION
Brooklyn Federal Bancorp, Inc. • November 3rd, 2011 • Savings institution, federally chartered

This memorandum of understanding (“MOU”) contains essential terms of a settlement (“Settlement”) agreed to in principle between defendants Brooklyn Federal Bancorp, Inc. (“Brooklyn Federal” or “Company”), Daniel O. Reich, Angelo J. Di Lorenzo, Gregg J. Wagner, Arthur R. Williams, Rebecca Northey, Mark Hughes, Richard A. Kielty, BFS Bancorp, MHC, Brooklyn Federal Savings Bank, Investors Bancorp, Inc. (“Investors Bancorp”), Investors Bancorp, MHC, and Investors Bank, formerly Investors Savings Bank (collectively, “Defendants”), and plaintiffs in the actions, Joseph Underwood and Russ Bastin, (“Actions”) on behalf of themselves as well as members of the putative classes alleged in the Actions (collectively, “Plaintiffs”).

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR RICHARD A. KIELTY BROOKLYN FEDERAL SAVINGS BANK Brooklyn, New York Initially Effective as of May 1, 2005 Amended and restated Effective as of December 1, 2007 EXECUTIVE SUPPLEMENTAL RETIREMENT...
Supplemental Retirement Income Agreement • December 6th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Executive Supplemental Retirement Income Agreement (“Agreement”), which was initially effective as of the 1st day of May, 2005, by and between Brooklyn Federal Savings Bank, Brooklyn, New York, a stock savings bank organized and existing under the laws of the United States of America, hereinafter referred to as “Bank,” and Richard A. Kielty, a key employee and executive hereinafter referred to as “Executive,” is hereby amended and restated effective as of December 1, 2007, as provided herein.

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR ANGELO J. Di LORENZO BROOKLYN FEDERAL SAVINGS BANK Brooklyn, New York Initially Effective as of May 1, 2005 Amended and Restated Effective as of December 1, 2007
Executive Supplemental Retirement • December 6th, 2007 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered • New York

This Executive Supplemental Retirement Income Agreement (“Agreement”), which was initially effective as of the 1st day of May, 2005, by and between Brooklyn Federal Savings Bank, Brooklyn, New York, a stock savings bank organized and existing under the laws of the United States of America, hereinafter referred to as “Bank,” and Angelo J. Di Lorenzo, a key employee and executive hereinafter referred to as “Executive,” is hereby amended and restated effective as of December 1, 2007, as provided herein.

FIRST AMENDMENT TO MERGER AGREEMENT
Merger Agreement • November 16th, 2011 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered

This Amendment No. 1 (this “Amendment”) is made as of November 15, 2011 and amends that certain agreement and plan of merger (the “Merger Agreement”) by and among: (1) Brooklyn Federal Savings Bank (“Brooklyn Federal Savings”), Brooklyn Federal Bancorp, Inc. (“Brooklyn Bancorp”), BFS Bancorp, MHC (“Brooklyn MHC”), and (2) Investors Bank, formerly Investors Savings Bank (“Investors Bank”), Investors Bancorp, Inc. (“Investors Bancorp”) and Investors Bancorp, MHC (“Investors MHC”)(Investors Bank, Investors Bancorp and Investors MHC are referred to herein collectively as “Investors”).

SUPERVISORY AGREEMENT
Supervisory Agreement • October 4th, 2010 • Brooklyn Federal Bancorp, Inc. • Savings institution, federally chartered

This Supervisory Agreement (Agreement) is made this 28th day of September, by and through the Board of Directors (Board) of BFS Bancorp, MHC, Brooklyn, New York, OTS Docket No. H4158 (BFS-MHC) and Brooklyn Federal Bancorp, Inc., Brooklyn, New York, OTS Docket No. H4159 (BFB Holding Company), and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Northeast Region (Regional Director);

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