News Column

BCB BANCORP INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events

June 5, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective as of May 31, 2014, Amer Saleem resigned as Chief Lending Officer of BCB Community Bank (the "Bank"), the wholly-owned subsidiary of BCB Bancorp, Inc. (the "Company"). Effective June 1, 2014, Mr. Thomas Coughlin stepped down as President of the Company.

(c) Effective as of June 1, 2014, the Board of Directors of the Company appointed Mr. Donald Mindiak the President and Chief Executive Officer of the Company. He was previously Chief Executive Officer of the Company. For information on Mr. Mindiak's history and relationships with the Company and the Bank, please see the definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 19, 2014.

On June 3, 2014, the Bank appointed Joseph Javitz as Chief Lending Officer. Mr. Javitz is 56 years old. No member of his family is employed and/or affiliated with the Company and/or the Bank. From November 2009 to January 2011, Mr. Javitz was the Executive Vice President and Chief Operating Officer at Ciotta & Associates. From January 2011 to May 2014, Mr. Javitz was the Senior Vice President and Chief Lending Officer at Abacus Federal Savings Bank. Mr. Javitz has no transactions with the Bank and/or the Company, other than through his Employment Agreement described below. Mr. Javitz did not receive any stock option grants with his appointment.

Employment Agreement with Joseph Javitz. Effective as of June 3, 2014, the Bank entered into an employment agreement with Mr. Javitz (the "Agreement") for a term of one year. The Agreement provides Mr. Javitz with an annual base salary of $200,000, plus a discretionary bonus up to 50% of his annual salary in a performance bonus each year. In addition, Mr. Javitz is entitled to participate in the employee benefit plans offered by the Bank, and will be reimbursed for business expenses incurred.

In the event of Mr. Javitz's involuntary termination of employment for reasons other than cause, disability or death, or in the event he resigns during the term of the agreement for "good reason," Mr. Javitz will receive (i) a lump sum severance payment equal to one times his base salary, and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of (A) the end of the term of his employment agreement or (B) the date on which such coverage is made available to the executive through subsequent employment.

Upon the occurrence of a change in control of the Company or the Bank, Mr. Javitz will receive a lump sum payment equal to two times his base salary, which would be paid in lieu of the cash severance payment described above. However, the change in control payment will be cutback to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code.

(e) Separation Agreement and General Release with Amer Saleem. On June 2, 2014, the Bank entered into a Severance Agreement and General Release (the "Separation Agreement") with Mr. Saleem. Pursuant to the terms of the Separation Agreement, Mr. Salem will receive a lump sum severance payment from the Bank equal to $175,000, payable within 30 days following the effective date of the Separation Agreement. In addition, the Bank will provide Mr. Saleem with continued health and dental coverage until May 31, 2015 under the same cost sharing arrangement in effect as of Mr. Saleem's date of termination. In consideration of Mr. Saleem's severance benefits, he has agreed to release all claims relating to his employment against the Bank and any of its affiliates.

Item 8.01. Other Events.

Effective as of June 1, 2014, the Board of Directors of the Bank appointed Thomas Coughlin the President and Chief Executive Officer of the Bank, and appointed Donald Mindiak the Executive Vice President of the Bank.


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Source: Edgar Glimpses

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