[Provident Bank Letterhead]
Anthony J. Labozzetta
March 11, 2020
Side-Letter Agreement with Anthony J. Labozzetta
Dear Mr. Labozzetta:
Concurrently with the issuance of this Side-Letter Agreement, Provident Financial Services, Inc., a Delaware corporation (PFS), and SB One Bancorp, a New Jersey Corporation (SBBX), have entered into an Agreement and Plan of Merger dated March 11, 2020 (the Merger Agreement), pursuant to which SBBX will merge with and into PFS, with PFS being the surviving entity (the Merger). In addition, you have entered into following agreements: (1) an employment agreement with PFS dated March 11, 2020 (the Provident Employment Agreement); (2) a change in control agreement with PFS dated March 11, 2020 (the Provident Change in Control Agreement); (3) a settlement agreement with PFS, Provident Bank, a New Jersey-chartered savings bank and wholly-owned subsidiary of PFS (the Bank and together with PFS, Provident), SBBX and SB One Bank, a New Jersey-chartered commercial bank and wholly-owned subsidiary of SBBX, dated March 11, 2020 (copies of which are attached hereto and incorporated herein by reference), all of which, unless otherwise provided therein, will become effective as of the consummation of the Merger.
In addition to the agreements referenced above, the purpose of this Side-Letter Agreement is to confirm the understanding between Provident and you with respect to the matters enumerated below. If the Merger Agreement or your employment with SBBX and SB One Bank terminates for any reason before the Effective Time (as defined in the Merger Agreement) occurs, all the provisions of this Side-Letter Agreement will terminate and there will be no liability of any kind under this Side-Letter Agreement.
1. Subject to and conditioned upon the approval of, and appointment by, the Board of Directors of Provident, you will become President and Chief Executive Officer of Provident by no later than January 1, 2022.
2. If you are not appointed President and Chief Executive Officer of Provident pursuant to paragraph (1) above or you have a qualifying termination event pursuant to Section 5(f) (Termination Without Cause or With Good Reason) during the Initial Term, your employment with Provident will cease immediately following the expiration of the Initial Term (in the case of the failure to be appointed President and Chief Executive Officer of Provident) or as of the Date of Termination and, in lieu of any other payments or benefits under the Provident Employment Agreement (including pursuant to Section 5(f) thereof), Provident will pay to you the following (collectively, the Severance Benefits):
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any Standard Termination Entitlements;