BCB BANCORP INC

As we describe above, each of Messrs. Shriner, Blake, and Chaudhry, and Ms. Sievewright have entered into employment agreements with us. Under the conditions described below, each of these agreements provides for certain payments upon termination of employee and a change in control. We describe these payments below.

Mr. Shriner

If a Change in Control occurs, as defined below, and within one year after the change in control, Mr. Shriner’s employment is terminated by the Company or the Bank (or their successors) without cause or the executive voluntarily terminates his employment for Good Reason (as defined in the agreement), he will receive a lump sum payment equal to 1.5 times an amount equal to the sum of (i) his annual base salary at the time of a change in control, and (ii) an amount equal to the annual bonus paid to him during the most recent prior year in which he received a bonus.

Mr. Blake and Mr. Chaudhry

If we were to terminate the employment of Messrs. Blake, and Chaudhry without cause, as defined below, or if such executive were to resign for good reason, as defined below, during the 24-month period after a change in control, we would be obligated to pay to the terminating executive the following:

Ms. Sievewright

If we were to terminate the employment of Ms. Sievewright without cause, as defined below, or if she were to resign for good reason, as defined below, during the 24-month period after a change in control, we would be obligated to pay her a lump sum cash payment equal to her annual base salary then in effect plus an amount equal to her bonus received in the prior year.

With respect to these employment agreements:

“Cause” means, any of the following:

(1) a material act of fraud or dishonesty in performing Executive’s duties on behalf of the Bank;

(2) willful misconduct that, in the judgment of the Board, will likely cause material economic damage to the Bank or injury to the business reputation of the Bank;

(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the commercial banking industry);

(4) breach of fiduciary duty;

(5) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board, except in the case of Mr. Shriner’s agreement which substitutes the failure to perform the duties of his employment with the Company and the Bank or any valid and legal written directive of the Board, and the failure to correct such failure within 30 days after receiving written notice from the Bank specifying such failure in detail;

(6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a regulatory order;

(7) material breach of any provision of this Agreement; or,

(8) willful engagement in conduct which constitutes a violation of the established written policies or procedures of the bank regarding the conduct of its employees.

“Good reason” means any of the following:

“Change in Control” means any of the following:

(i) MERGER: The Company or the Bank merges into or consolidates with another corporation, or merges another corporation into the Company or the Bank, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

(ii) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP: There is filed or required to be filed a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(D) or 14(D) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities; or

(iii) SALE OF ASSETS: The Company sells to a third party all or substantially all of its assets.

Each of the named executive officer’s employment agreements provides that if any amounts payable under such agreements, when taken together with payments and benefits provided to the executive under any other plans, contracts, or arrangements with us, are subject to any excise tax imposed under Code Section 4999, then such amounts will be reduced to the extent necessary so that no portion of such payments will be subject to the excise tax.

In the event of the death or termination for disability of a named executive officer or a Change in Control, all outstanding unvested equity awards of such named executive officer become vested.

Potential Payments Table

The table below reflects the incremental amount of compensation payable to our named executive officers under various termination and change in control scenarios. The amounts shown below assume that such hypothetical termination or change in control is effective as of December 31, 2024. These amounts do not include benefits earned or vested as of December 31, 2024, or benefits provided under insurance or regular programs available to our salaried employees generally. The actual amounts that are payable upon a named executive officer’s termination of employment can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon a termination or change in control, any actual amounts paid or distributed may be higher or lower than the amounts set forth below. Factors that could affect these amounts include, among other things, the time of year the event occurs, our financial performance, and the age of the named executive officer at the time of the event.