Chief Operating Officer Employment Agreement

EXHIBIT 10.2


EMPLOYMENT AGREEMENT


THIS AGREEMENT, is entered into this 22nd day of June 1998, ("Effective Date") by and between Ridgewood Savings Bank of New Jersey, Ridgewood, New Jersey (the "Savings Bank") and Nelson Fiordalisi (the "Executive").


WITNESSETH


WHEREAS, the Executive has heretofore been employed by the Savings Bank as the Executive Vice President and Chief Operating Officer and is experienced in all phases of the business of the Savings Bank; and


WHEREAS, the Savings Bank desires to be ensured of the Executive's continued active participation in the business of the Savings Bank; and


WHEREAS, in order to induce the Executive to remain in the employ of the Savings Bank and in consideration of the Executive's agreeing to remain in the employ of the Savings Bank, the parties desire to specify the continuing employment relationship between the Savings Bank and the Executive;


NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows:


1. Employment. The Savings Bank hereby employs the Executive in the capacity of Executive Vice President and Chief Operating Officer. The Executive hereby accepts said employment and agrees to render such administrative and management services to the Savings Bank and to any to-be-formed parent holding company ("Parent") as are currently rendered and as are customarily performed by persons situated in a similar executive capacity. The Executive shall promote the business of the Savings Bank and Parent. The Executive's other duties shall be such as the Board of Directors for the Savings Bank (the "Board of Directors" or "Board") may from time to time reasonably direct, including normal duties as an officer of the Savings Bank.


2. Term of Employment. The term of employment of Executive under this Agreement shall be for the period commencing on the Effective Date and ending twenty-four (24) months thereafter ("Term"). Additionally, on, or before, each annual anniversary date from the Effective Date, the Term of employment under this Agreement shall be extended for up to an additional period beyond the then effective expiration date upon a determination and resolution of the Board of Directors that the performance of the Executive has met the requirements and standards of the Board, and that the Term of such Agreement shall be extended. References herein to the Term of this Agreement shall refer both to the initial term and successive terms.


3. Compensation, Benefits and Expenses.


(a) Base Salary. The Savings Bank shall compensate and pay the Executive during the Term of this Agreement a minimum base salary at the rate of $113,276 per annum ("Base Salary"), payable in cash not less frequently than monthly; provided, that the rate of such salary shall be reviewed by the Board of Directors not less often than annually, and the Executive shall be entitled to receive increases at such percentages or in such amounts as determined by the Board of Directors. The base salary may not be decreased without the Executive's express written consent.


(b) Discretionary Bonus. The Executive shall be entitled to participate in an equitable manner with all other senior management employees of the Savings Bank in discretionary bonuses that may be authorized and declared by the Board of Directors to its senior management executives from time to time. No other compensation provided for in this Agreement shall be deemed a substitute for the Executive's right to participate in such discretionary bonuses when and as declared by the Board.


(c) Participation in Benefit and Retirement Plans. The Executive shall be entitled to participate in and receive the benefits of any plan of the Savings Bank which may be or may become applicable to senior management relating to pension or other retirement benefit plans, profit-sharing, stock options or incentive plans, or other plans, benefits and privileges given to employees and executives of the Savings Bank, to the extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Savings Bank.


(d) Participation in Medical Plans and Insurance Policies. The Executive shall be entitled to participate in and receive the benefits of any plan or policy of the Savings Bank which may be or may become applicable to senior management relating to life insurance, short and long term disability, medical, dental, eye-care, prescription drugs or medical reimbursement plans. Additionally, Executive's dependent family shall be eligible to participate in medical and dental insurance plans sponsored by the Savings Bank or Parent with the cost of such premiums paid by the Savings Bank.


(e) Vacations and Sick Leave. The Executive shall be entitled to paid annual vacation leave in accordance with the policies as established from time to time by the Board of Directors, which shall in no event be less than four weeks per annum. The Executive shall also be entitled to an annual sick leave benefit as established by the Board for senior management employees of the Savings Bank. The Executive shall not be entitled to receive any additional compensation from the Savings Bank for failure to take a vacation or sick leave, nor shall he be able to accumulate unused vacation or sick leave from one year to the next, except to the extent authorized by the Board of Directors.


(f) Expenses. The Savings Bank shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Executive in furtherance of, or in connection with the business of the Savings Bank, including, but not by way of limitation,


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automobile and traveling expenses, and all reasonable entertainment expenses, subject to such reasonable documentation and other limitations as may be established by the Board of Directors of the Savings Bank. If such expenses are paid in the first instance by the Executive, the Savings Bank shall reimburse the Executive therefor.


(g) Changes in Benefits. The Savings Bank shall not make any changes in such plans, benefits or privileges previously described in Section 3(c), (d) and (e) which would adversely affect the Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Savings Bank and does not result in a proportionately greater adverse change in the rights of, or benefits to, the Executive as compared with any other executive officer of the Savings Bank. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a) hereof.


4. Loyalty; Noncompetition.


(a) The Executive shall devote his full time and attention to the performance of his employment under this Agreement. During the term of the Executive's employment under this Agreement, the Executive shall not engage in any business or activity contrary to the business affairs or interests of the Savings Bank or Parent.


(b) Nothing contained in this Section 4 shall be deemed to prevent or limit the right of Executive to invest in the capital stock or other securities of any business dissimilar from that of the Savings Bank or Parent, or, solely as a passive or minority investor, in any business.


(c) Executive hereby agrees that for a period of one year following Executive's voluntary termination of employment, absent a Change in Control of the Bank, Employee shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) whereby the Executive will have a work location within seven miles of any office of the Bank existing as of the date of termination of employment of the Executive. This limitation on future activities shall not affect the payment of previously vested benefits under the compensation and benefit plans of the Bank or for compensation payable in accordance with Section 9 of the Agreement.


5. Standards. During the term of this Agreement, the Executive shall perf ...