CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (the Agreement) is made effective as of the 5th day of March, 2021 (the Effective Date), by and between Blue Foundry Bank, a New Jersey-chartered stock savings bank (the Bank) and Daniel Chen (the Executive). Any reference to the Company shall mean Blue Foundry Bancorp, Inc., the holding company of the Bank.
WHEREAS, the Executive is currently employed as an executive officer of the Bank;
WHEREAS, the Bank desires to assure itself of the Executives continued active participation in the business of the Bank; and
WHEREAS, to induce the Executive to remain in the employ of the Bank and in consideration of the Executives agreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits due to the Executive in the event his employment with the Bank terminates under specified circumstances.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
(a) Term; Renewal of Term. The term of this Agreement will begin as of the Effective Date and will continue for a period of one year (the Term). Commencing on the day following the Effective Date, the Term will extend for one day each day until such time the Board of Directors of the Bank (the Board of Directors) or the Executive elects not to extend the Term by giving written notice to the other party of non-renewal (the Non-Renewal Notice), in which case the Term will become fixed and will end on the one year anniversary of the date of the Non-Renewal Notice.
(b) Change in Control. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined under Section 2, the Term will extended automatically so that it expires no sooner than one (1) year after the effective date of the Change in Control.
(a) Base Salary. For purposes of this Agreement, the term Base Salary means the annual rate of base salary paid to the Executive by the Bank.
(b) Change in Control. For purposes of this Agreement, the term Change in Control means a change in the effective ownership or effective control of the Bank or the Company or a change in the ownership of a substantial portion of the assets of the Bank of the Company, in each case within the meaning of Treasury Regulation section 1.409A-3(i)(5). Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have