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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2025
Amalgamated Financial Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-40136
85-2757101
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer Identification
No.)
275 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 895-8988
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share AMAL The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Bonus Deferral Plan

On March 19, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the "Board") of Amalgamated Financial Corp. (the “Company”) adopted a nonqualified Bonus Deferral And Deferred Stock Unit Program ("Bonus Deferral Plan") to provide for a bonus deferral opportunity with matching benefits to certain eligible executives. The Bonus Deferral Plan allows participating executives to defer up to 100% of their annual incentive plan bonus in the form of deferred stock units ("DSUs") which will convert to shares issuable upon the earliest to occur of the executive’s separation from service (including death), a change of control or a qualifying financial emergency. Payouts are made in a lump sum or in installments up to five years, according to participant elections. DSUs pay out in shares of Company stock (which are issued under the Company’s 2023 Equity Plan). The Company will match 100% up to 35% of any deferred bonus, in the form of additional DSUs credited to participants’ plan accounts. Executives are required to elect their deferral amount prior to the start of the performance year. Participants’ voluntary DSUs are fully vested. However, their matching DSUs are subject to vesting requirements based on age and years of service (as well as the one-year minimum vesting requirement under the 2023 Equity Plan). To the extent that cash dividends are declared, DSUs are credited with dividend equivalent amounts in the form of additional DSUs.

The description of the terms of the Bonus Deferral Plan is qualified in its entirety by reference to the full text of the Bonus Deferral Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Awards of DSUs under the Bonus Deferral Plan will be granted pursuant to deferred restricted stock unit award agreements, the forms of which are filed as Exhibits 10.2 and 10.3 to this Form 8-K and incorporated herein by reference.

Brown Amended & Restated Employment Agreement

On March 25, 2025, the Company, its wholly-owned bank subsidiary Amalgamated Bank and Priscilla Sims Brown, the Company's and the Bank’s President & Chief Executive Officer, entered into an Amended & Restated Employment Agreement that amends and restates Ms. Brown's Employment Agreement, dated May 10, 2021 (the "Brown Employment Agreement" and as amended and restated, the "Brown Amended & Restated Employment Agreement"). The Brown Amended & Restated Employment Agreement and the employment relationship shall continue for thirty-six (36) full calendar months (the “Term,” which shall include any periods covered by renewals). Commencing on January 1, 2025, and continuing on January 1 of each year thereafter (each, an “Anniversary Date”), the Agreement shall renew for an additional twelve (12) months such that the remaining Term shall be thirty-six (36) months, unless the Company or Ms. Brown gives the other Party written notice of its/her election not to extend the term at least ninety (90) days prior to the applicable Anniversary Date.

Beginning with the fiscal year commencing January 1, 2025, the Company shall pay to Ms. Brown a base salary (“Base Salary”) at an annual rate equal to $1,080,000, and the Company may, at the discretion of the Board, at any time and from time to time prospectively (i) increase Ms. Brown’s Base Salary, or (ii) decrease Ms. Brown’s Base Salary as part of an across-the-board percentage reduction for its other senior executives, provided such reduction shall be pari passu with such senior executives. In addition, Ms. Brown will be (i) eligible to receive an annual bonus, under the Company’s annual incentive plan, targeted at 80% of her base salary, based on the achievement of performance metrics established by the Board (the “Annual Target Bonus”), and (ii) she will be entitled to equity-based incentive compensation under the Company’s equity incentive plans, with an aggregate potential value equal to $1,560,000 (the "Target Grant"), subject to increase at the discretion of the Compensation Committee and approval by the Board. The Target Grant will be awarded as 50% equity awards, which are subject to time-based vesting, and 50% equity awards, which are based on time performance in 2025, and 40% equity awards which are subject to time-based vesting, and 60% equity awards which are based on time and performance, commencing in 2026 and thereafter. Ms. Brown is entitled to participate in applicable employee benefit plans and perquisite programs of the Company, which are generally available to other senior executives. The Company also agreed to reimburse Ms. Brown for her reasonable, out-of-pocket, third-party, documented fees and expenses of counsel incurred in connection with the negotiation, review and execution of the term sheet and the Brown Amended & Restated Agreement, up to a maximum of $10,605.




Upon Ms. Brown’s separation from service, her performance-based equity awards shall continue to vest based on actual achievement of performance measures at the end of the applicable performance period as if she had not separated from service, and shall not be subject to pro-ration based on the number of full months worked during the each performance period prior to her separation from service, subject to certain conditions, including her agreement for 12 months after her retirement to consult with the Company, at no additional cost to the Company, with regard to any matters which relate to or arise out of the Company’s business during the period and on which the Board or the CEO request her assistance.

Brown Severance Payments

If at any time during the Term of the Brown Amended & Restated Employment Agreement, the Company terminates Ms. Brown’s employment without Cause, her employment terminates due to the Company’s non-renewal of the then-current Term, or she terminates her employment upon notice with Good Reason, as those terms are defined in the Brown Amended & Restated Employment Agreement, subject to the receipt of a valid release agreement, the terminated executive will receive a severance payment in an amount equal to the sum of (i) twelve (12) months of her base salary in effect on the date of such termination, (ii) an amount equal to the Annual Target Bonus in effect for the fiscal year in which the date of such termination occurs, and (iii) an amount equal to the Annual Target Bonus in effect for the fiscal year in which her employment terminates, pro rated based on the portion of such fiscal year prior to the termination date during which she was employed, which sum shall be payable in equal monthly installments for a period of twelve (12) months; provided that, if (A) such termination occurs within twelve (12) months following a Change in Control (as defined in the Brown Amended & Restated Employment Agreement) or (B) the Company terminates her employment without Cause within ninety (90) days’ prior to a Change in Control and she reasonably demonstrates that such termination was at the request of the eventual acquirer in connection with such Change in Control, such severance payment shall be in an amount equal to the sum of (i) twenty-one (21) months of the Base Salary in effect on the date of such termination, and (ii) an amount equal to one hundred seventy-five percent (175%) of the Annual Target Bonus in effect for the fiscal year in which the date of such termination occurs, payable in equal monthly installments for a period of twenty-one (21) months. If not yet paid, she will also receive in full any prior year’s annual bonus not yet paid as of the termination date, payable on the normal payment date provided under the plan and paid entirely in cash.

In addition, subject to certain conditions, the Company shall pay the premiums for any “COBRA” continuation health coverage for which the executive is eligible during a 12-month period under Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision).

Under the Brown Amended & Restated Employment Agreement, if her employment is terminated for Cause, due to an election not to renew the then-current term of the Brown Amended & Restated Employment Agreement, by her without Good Reason, or due to death or Disability, as those terms are defined in the Brown Amended & Restated Employment Agreement, she is not entitled to any of the severance benefits described in the preceding paragraphs.

The Brown Amended & Restated Employment Agreement also requires that she keep the Company’s information confidential. In addition, she is subject to provisions related to non-competition and non-solicitation of customers and employees for the longer of (i) 12-months following termination of employment or (ii) the severance payment period.

A copy of the Brown Amended & Restated Employment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.4, and is incorporated herein by reference. The foregoing description of the Brown Amended & Restated Employment Agreement is qualified in its entirety by reference to the full text of the Brown Amended & Restated Employment Agreement filed with this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:
2




EXHIBIT INDEX

Exhibit No.
Description
10.1
10.2
10.3
10.4
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMALGAMATED FINANCIAL CORP.
By:    
/s/ Jason Darby
Name:    
Jason Darby
Title:    
Chief Financial Officer
Date: March 25, 2025

3

EX-10.1 2 amalg-bonusdeferralplan.htm EX-10.1 amalg-bonusdeferralplan
AMALGAMATED FINANCIAL CORP. BONUS DEFERRAL AND DEFERRED STOCK UNIT PROGRAM (Effective June 1, 2024)


 
TABLE OF CONTENTS (continued) PAGE ii TABLE OF CONTENTS PAGE ARTICLE I NAME, EFFECTIVE DATE AND PURPOSE ...........................................................1 1.1 Name ...................................................................................................................1 1.2 Effective Date......................................................................................................1 1.3 Purpose and Overview of the Program ...............................................................1 ARTICLE II DEFINITIONS ...........................................................................................................2 2.1 “Account” or “Participant’s Account” ................................................................2 2.2 “Administrator” ...................................................................................................2 2.3 “Affiliated Employer” .........................................................................................2 2.4 “Annual Bonus” ..................................................................................................2 2.5 “Beneficiary” or “Beneficiaries” .........................................................................2 2.6 “Board” ...............................................................................................................3 2.7 “Cause” ...............................................................................................................3 2.8 “Change In Control” ...........................................................................................3 2.9 “Code” .................................................................................................................3 2.10 “Common Stock” ................................................................................................3 2.11 “Company” ..........................................................................................................3 2.12 “Compensation Reduction Contribution Account” .............................................3 2.13 “Compensation Reduction Deferred Stock Units” ..............................................3 2.14 “Deferral Election Agreement” ...........................................................................3 2.15 “Deferred Restricted Stock Unit Award Agreement” .........................................3 2.16 “Deferred Stock Units” .......................................................................................4 2.17 “Disability” .........................................................................................................4 2.18 “Eligible Employee” ...........................................................................................4 2.19 “Employer” .........................................................................................................4 2.20 “ERISA” ..............................................................................................................4 2.21 “Fair Market Value” ............................................................................................4 2.22 “Matching Contribution Account” ......................................................................4 2.23 “Matching Deferred Stock Units” .......................................................................4 2.24 “Participant” ........................................................................................................4 2.25 “Plan Year” .........................................................................................................5 2.26 “Qualifying Distribution Event” .........................................................................5 2.27 “Section 409A” ...................................................................................................5 2.28 “Separation from Service” ..................................................................................5 2.29 “Spouse” or “Surviving Spouse” ........................................................................5 2.30 “Unforeseeable Emergency” ...............................................................................5 2.31 “Valuation Date” .................................................................................................6 2.32 “Year of Service” ................................................................................................6


 
TABLE OF CONTENTS (continued) PAGE iii ARTICLE III ELIGIBILITY AND PARTICIPATION ..................................................................7 3.1 Eligibility ............................................................................................................7 3.2 Notification .........................................................................................................7 3.3 Compensation Reduction Election ......................................................................7 ARTICLE IV CREDITS AND VESTING ......................................................................................8 4.1 Compensation Reduction Deferred Stock Units .................................................8 4.2 Matching Contribution Deferred Stock Units .....................................................8 4.3 Vesting in Account ..............................................................................................9 4.4 Forfeiture .............................................................................................................9 4.5 Dividend Equivalents. .......................................................................................10 ARTICLE V PARTICIPANT ACCOUNTS .................................................................................11 ARTICLE VI PAYMENT OF BENEFITS ...................................................................................11 6.1 Distribution Election; Issuance of Shares .........................................................11 6.2 Timing and Form of Payments ..........................................................................11 6.3 Lump Sum Distributions. ..................................................................................12 6.4 Distribution for an Unforeseen Emergency ......................................................12 6.5 Effect of Domestic Relations Order ..................................................................13 ARTICLE VII BENEFICIARY DESIGNATION.........................................................................14 ARTICLE VIII ADMINISTRATION OF THE PROGRAM .......................................................14 8.1 Responsibility of the Administrator ..................................................................14 8.2 Administrative Powers ......................................................................................14 8.3 Expenses of the Administrator and Program Costs ..........................................15 8.4 Records of the Administrator ............................................................................15 8.5 Administrator’s Right to Administer and Interpret the Program ......................15 8.6 Claims Procedures .............................................................................................15 8.7 Reliance by Administrator ................................................................................17 8.8 Indemnity of the Administrator .........................................................................18 ARTICLE IX AMENDMENT AND TERMINATION ................................................................19 9.1 Amendment .......................................................................................................19 9.2 Termination .......................................................................................................19 ARTICLE X MISCELLANEOUS ................................................................................................20 10.1 Unsecured Creditor ...........................................................................................20 10.2 Unfunded Plan ...................................................................................................20 10.3 Requirements of Law ........................................................................................20 10.4 Stockholder Rights ............................................................................................21 10.5 Section 409A .....................................................................................................21 10.6 Non-Assignability .............................................................................................22


 
TABLE OF CONTENTS (continued) PAGE iv 10.7 Not a Contract of Employment .........................................................................22 10.8 Source of Benefits .............................................................................................22 10.9 Inability to Make Payment ................................................................................22 10.10 Binding Agreement ...........................................................................................22 10.11 Invalidity of Certain Provisions ........................................................................23 10.12 Incapacity ..........................................................................................................23 10.13 Masculine, Feminine, Singular and Plural ........................................................23 10.14 Withholding Taxes ............................................................................................23 10.15 Governing Law..................................................................................................23


 
1 ARTICLE I NAME, EFFECTIVE DATE AND PURPOSE 1 1.1 Name The name of this program is the “Amalgamated Financial Corp. Bonus Deferral and Deferred Stock Unit Program,” hereinafter referred to as the “Program.” 1.2 Effective Date The effective date of the Program is June 1, 2024. 1.3 Purpose and Overview of the Program The purpose of the Program is to provide certain selected management and highly compensated employees of the Company or an Affiliated Employer the opportunity to defer a portion of their Annual Bonus and receive Compensation Reduction Deferred Stock Units (as defined below) (the “Bonus Deferral Program”). Delivery of the shares of Common Stock is delayed until the applicable distribution event set forth Article VI, but Eligible Employees are fully vested in their right to receive such shares. Each Eligible Employee who makes an election would therefore receive Compensation Reduction Deferred Stock Units (as defined below) in lieu of a portion of their Annual Bonus. It is intended that the portion of the Annual Bonus used to acquire the deferred shares would not be taxable for income tax purposes when the award is made. Instead, income taxation would be deferred to the date of delivery of the Common Stock. Separately, the Program provides Eligible Employees who participate in the Bonus Deferral Program with a match on Compensation Reduction Deferred Stock Units in the form of Matching Deferred Stock Units (as defined below). These Matching Deferred Stock Units will be subject to vesting as set forth in Article IV and delivery of any Common Stock with respect to any vested Matching Deferred Stock Units will be delayed until the applicable distribution event set forth Article VI. The Program is established, and the Deferred Stock Units (as defined below) will be awarded under the Amalgamated Financial Corp. 2023 Equity Plan, effective May 24, 2023, as may be amended from time to time and including its successor equity incentive plan (the “2023 EIP”). The Program is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Program is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees designated by the Administrator as eligible to participate in the Program. The Program is intended to conform to the requirements of Section 409A and any regulations promulgated thereunder to the extent applicable and shall be construed in a manner consistent with the requirements of such section of the Code.


 
2 ARTICLE II DEFINITIONS 2 2.1 “Account” or “Participant’s Account” Means the notional account maintained on behalf of a Participant by the Administrator pursuant Article V, which shall track the number of Compensation Reduction Deferred Stock Units and Matching Deferred Stock Units awarded to a Participant under the 2023 EIP pursuant to Program, as adjusted for dividends. Each Participant’s Account shall be comprised of a Compensation Reduction Contribution Account and a Matching Contribution Account, as applicable. 2.2 “Administrator” Means the Compensation Committee of the Board, or such other committee as shall be appointed by the Board as provided in Section 8.1 to administer the Program. 2.3 “Affiliated Employer” Means a corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company; and any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Company; but only for the period during which such other entity is affiliated with the Company under Section 414(b) or (c) of the Code. Notwithstanding the foregoing, for purposes of this Program Section 2.2, the determination of an Affiliated Employer under the foregoing section of the Code shall be made by substituting “50 percent” for “80 percent” to the extent applicable. 2.4 “Annual Bonus” Means the annual bonus paid an Eligible Employee in a calendar year that is earned with respect to the immediately preceding calendar year. Notwithstanding the foregoing, only 50% of an Eligible Employee’s annual bonus earned with respect to the 2024 Plan Year shall be eligible for deferral. 2.5 “Beneficiary” or “Beneficiaries” Means any Person, estate, trust or organization designated by a Participant to receive a death benefit under the Program on the death of such Participant. If no such designation has been made, or if for any reason—such as the death of the designees before, or simultaneously with, the Participant—there shall be a failure of the primary and/or contingent designees, the Surviving Spouse of the Participant shall be the Beneficiary; if there is no Surviving Spouse, then the Beneficiaries shall be the Participant’s surviving children and they shall share such death benefit equally; and if there are no surviving children, then the Beneficiaries shall be the Participant’s estate.


 
3 2.6 “Board” Means the Board of Directors of the Company. 2.7 “Cause” Means “Cause” as defined under the 2023 EIP. 2.8 “Change In Control” Means, “Change in Control” as defined in the 2023 EIP. 2.9 “Code” Means the Internal Revenue Code of 1986, as amended from time to time. 2.10 “Common Stock” Means the common stock of the Company. 2.11 “Company” Means Amalgamated Financial Corp., and any successor thereto. 2.12 “Compensation Reduction Contribution Account” Means the bookkeeping subaccount maintained on behalf of a Participant which tracks the number of Compensation Reduction Deferred Stock Units awarded to a Participant under the 2023 EIP pursuant to this Program. 2.13 “Compensation Reduction Deferred Stock Units” Means the Deferred Stock Units acquired by a Participant under the 2023 EIP pursuant to Section 4.1 of this Program. 2.14 “Deferral Election Agreement” Means such form agreement provided by the Administrator on which the Eligible Employee or Participant may elect to defer a percentage of his/her Annual Bonus pursuant to Section 3.3 and Section 4.1. 2.15 “Deferred Restricted Stock Unit Award Agreement” Means a written agreement (or electronic) document setting forth the terms and provisions applicable to Deferred Stock Units purchased or awarded to a Participant.


 
4 2.16 “Deferred Stock Units” Means a right to receive one share of Common Stock awarded and distributed under the 2023 EIP pursuant to this Program, which provides for delivery of the underlying share of Common Stock at a future date consistent with the requirements of Section 409A. 2.17 “Disability” Means “Disability” as defined in the 2023 EIP. 2.18 “Eligible Employee” Means an employee of an Employer who has been designated by the Administrator as eligible to participate in the Program pursuant to Section 3.2 and satisfies such other eligibility requirements of Section 3.1. 2.19 “Employer” Means the Company and any other Affiliated Employer which has adopted this Program. 2.20 “ERISA” Means the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.21 “Fair Market Value” Means “Fair Market Value” as defined in the EIP. 2.22 “Matching Contribution Account” Means the bookkeeping subaccount maintained on behalf of a Participant which tracks the number of Matching Deferred Stock Units awarded to a Participant under the 2023 EIP pursuant to this Program. 2.23 “Matching Deferred Stock Units” Means the Deferred Stock Units awarded to a Participant under the 2023 EIP pursuant to Section 4.2 of this Program. 2.24 “Participant” Means an Eligible Employee to whom or with respect to whom a benefit is payable under this Program.


 
5 2.25 “Plan Year” Means the 12-month period commencing January 1 and ending on the last day of December; provided however, the initial Plan Year shall be a short plan year commencing on June 1, 2024 and ending on December 31, 2024. 2.26 “Qualifying Distribution Event” Means (a) a Separation from Service for any reason (b) the closing date of a Change in Control; (c) the death of the Participant; or (d) an Unforeseeable Emergency. 2.27 “Section 409A” Means Section 409A of the Code and all rules and regulations promulgated thereunder. 2.28 “Separation from Service” Means retirement, death or other termination of employment from the Employer and each Affiliated Employer, subject to the following: (a) For this purpose, the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six (6) months, or if longer, so long as the individual’s right to reemployment by the Employer or an Affiliated Employer is provided either by statute or by contract. If the period of leave exceeds six (6) months and the individual’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. (b) The determination of whether the Participant has terminated employment shall be determined based on the facts and circumstances in accordance with the rules set forth in Section 409A and the regulations thereunder. 2.29 “Spouse” or “Surviving Spouse” Means the legally married spouse or surviving spouse of a Participant. 2.30 “Unforeseeable Emergency” Means an “unforeseeable emergency” within the meaning of Section 409A, which, is an event that at a minimum, arises from an extraordinary and unforeseeable circumstances beyond the Participant’s control and causes the Participant severe financial hardship that cannot be alleviated by compensation or reimbursement received from insurance companies or otherwise (e.g., settlement of a lawsuit), by liquidation of the Participant’s assets, or by ceasing future deferrals of compensation. Examples of circumstances that might trigger an unforeseeable emergency include a severe financial hardship to the


 
6 Participant resulting from an illness or accident of the Participant, the Participant’s Spouse, or a dependent of the Participant (as defined in Section 152(a) of the Code); loss of the Participant’s property due to casualty, including the need to rebuild a home following damage not otherwise covered by insurance, for example, not as a result of a natural disaster; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, including imminent foreclosure of or eviction from the Participant’s primary residence, the need to pay for medical expenses, including non-refundable deductibles, the cost of prescription drugs, and the need to pay for funeral expenses of a Spouse, Beneficiary, or dependent. 2.31 “Valuation Date” Means each business day of the Plan Year. 2.32 “Year of Service” Is determined by the Administrator and means completed whole years and months of continuous service as an employee with the Company or an Affiliated Employer, calculated from most recent hire date (disregarding a break in service of 31 days or less) through the date of a Participant’s Separation from Service. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.


 
7 ARTICLE III ELIGIBILITY AND PARTICIPATION 3 3.1 Eligibility With respect to a Plan Year, in order to be considered for eligibility to participate in the Program, an employee of an Employer must be: (a) a member of a select group of management or highly compensated employees under Sections 201, 301 and 401 of ERISA; and (b) be presented by the Chief Executive Officer to the Administrator and approved by the Administrator as eligible to participate in the Program. 3.2 Notification The Administrator shall notify in writing each Eligible Employee whom it has designated as being eligible to participate in the Program and shall explain the rights, privileges and duties of a Participant in the Program. The Administrator shall provide to each Eligible Employee a Deferral Election Agreement so that the Eligible Employee may make the election provided for in Section 3.3 and Section 4.1 and designate a Beneficiary or Beneficiaries pursuant to Article VII. 3.3 Compensation Reduction Election For each Plan Year with respect to which an Annual Bonus relates, each Participant shall file with the Administrator a Deferral Election Agreement during the period beginning on December 1st and ending on December 31st of the Plan Year immediately preceding the Plan Year for which the Annual Bonus is earned or to which it relates. Subject to any conditions or limitations set forth in the Program or the 2023 EIP or, as the Administrator determines, on the Deferral Election Agreement, an Eligible Employee may voluntarily elect to receive all or a portion of such Participant’s Annual Bonus earned with respect to the next Plan Year (and that would otherwise be payable in the second Plan Year following the Plan Year in which the deferral election is made) in Deferred Stock Units. (a) If an Eligible Employee fails to timely file a Deferral Election Agreement with respect to an Annual Bonus prior to December 31st of the preceding Plan Year, such Eligible Employee shall be deemed to have elected not to make a deferral for such Plan Year (a “deemed election”). (b) Except as provided below, any such election or deemed election shall become irrevocable as of the December 31 prior to the beginning of the applicable Plan Year. (c) Notwithstanding the foregoing, with respect to an employee of an Employer who during a Plan Year is promoted or hired to an executive officer position


 
8 such that the employee newly becomes an Eligible Employee prior to July 1 of such Plan Year, such Eligible Employee, may elect to defer such Eligible Employee’s Annual Bonus (subject to the restrictions in Section 4.1) that would otherwise be payable in the Plan Year following the Plan Year in which the deferral is made, as long as such irrevocable election is made within thirty (30) days of first becoming eligible to participating in the Program and on or prior to June 30 of the Plan Year in which the employee first becomes an Eligible Employee (i.e., the year in which the Eligible Employee is hired or promoted or the year in which the Plan is first adopted, as applicable). The deferral election shall only apply to a pro rata portion of the Annual Bonus based on the number of days of the applicable Plan Year that elapse from the first day of the month following the date of the Deferral Election Agreement is filed with the Company. (d) Notwithstanding the foregoing, if a Participant incurs an Unforeseeable Emergency and takes a distribution pursuant to Section 6.4, such Participant’s Deferral Election Agreement will be cancelled for the Plan Year in which such distribution occurs, no further Annual Bonus will be deferred in such Plan Year. ARTICLE IV CREDITS AND VESTING 4 4.1 Compensation Reduction Deferred Stock Units For any Eligible Employee who timely elects to defer all or a portion of his or her Annual Bonus by acquiring Compensation Reduction Deferred Stock Units, the Company will credit the Eligible Employee’s Compensation Reduction Contribution Account with such number of Deferred Stock Units resulting from dividing (i) the amount of the Annual Bonus that the Eligible Employee elected to defer, by (ii) the Fair Market Value of a share of Common Stock on such date, rounded down to the nearest whole share. All Compensation Reduction Deferred Stock Units shall be credited as of the first Valuation Date coincident with or next following the date that the Annual Bonus would have been paid to the Participant in cash had it not been deferred pursuant to the Deferral Election Agreement. Nothing herein obligates the Company to purchase any shares of Common Stock; and, if such shares are purchased, they shall remain the sole property of the Company. No factional Deferred Stock Units will be credited to a Participant’s Compensation Reduction Contribution Account. 4.2 Matching Contribution Deferred Stock Units Each Plan Year, an Eligible Employee who participates in the Bonus Deferral Program, will be awarded, and the Company will credit the Eligible Employee’s Matching Contribution Account with, such number of Matching Deferred Stock Units equal to 100% of the number of Compensation Reduction Deferred Stock Units credited to such Eligible Employee’s Compensation Reduction Contribution Account in the same Plan


 
9 Year, but not to exceed 35% of the Participant’s Annual Bonus paid in such Plan Year (with respect to the immediately preceding Plan Year). 4.3 Vesting in Account A Participant will always be 100% vested in his/her Compensation Reduction Contribution Account. Except as otherwise provided in the Program or in an applicable Deferred Restricted Stock Unit Award Agreement, a Participant shall be vested in his/her Matching Contribution Account upon the earliest of the to occur: (a) The date an Eligible Employee’s age plus Years of Service equals 65; provided such Eligible Employee is at least age 55 and has accrued at least five Years of Service; (b) The date an Eligible Employee has participated in the Program for ten years, which shall commence with the first year in which an Eligible Employee elects pursuant to a Deferral Election Agreement to exchange all or a portion of his or her Annual Bonus for Deferred Stock Units, continue as long as the Eligible Employee remains in continuous service, and shall end on the Eligible Employee’s Separation from Service. If a former Participant is subsequently rehired and is again an Eligible Employee, such Participant’s prior participation will be disregarded. (c) Solely for purposes of vesting in Matching Deferred Stock Units under Section 4.3(b), any Eligible Employee employed on and prior to the Effective Date of the Program who, as of the Effective Date, is (i) age 45 or younger and (ii) has accrued five (5) or more Years of Service will be credited with up to five (5) Years of Service, as special credit service, for service prior to participation in the Program. Notwithstanding the forgoing, any Eligible Employee who is hired or rehired on or after the Effective Date will not be eligible for the special credit service described in this Section 4.3(c). 4.4 Forfeiture (a) Except as otherwise provided in the applicable Deferred Restricted Stock Unit Award Agreement, if a Participant has a Separation from Service for any reason other than for Cause, prior to vesting in his or her Matching Contribution Account pursuant to Section 4.3, such Participant shall forfeit, without consideration, all rights to the unvested Matching Deferred Stock Units credited to his or her Matching Contribution Account. (b) If a Participant’s Separation from Service is triggered by the Company for Cause, such Participant shall forfeit all vested and unvested Matching Deferred Stock Units credited to his or her Matching Contribution Account.


 
10 (c) A Participant’s Account balance shall be subject to clawback, recovery, or recoupment, as determined by the Administrator in its sole discretion, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property, (i) as provided in the Company or an Affiliated Employer’s policy on Sound Executive Compensation and any other compensation clawback or forfeiture policy implemented by the Company or applicable Affiliated Employer from time to time and applicable to all officers of the Company or such Affiliated Employer on the same terms and conditions, including without limitation, any such policy adopted to comply with the requirements of applicable law or the rules and regulations of any stock exchange applicable to the Company, (ii) as is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, New York Banking Law, federal banking law or other applicable law, (iii) to the extent that the Administrator determines that the Participant has been involved in the altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, or that the Participant has willfully engaged in any activity injurious to the Company or any of its Affiliated Employers, or the Participant’s Separation from Service with the Company or any Employer is with the existence of Cause, and/or (iv) in instances of regulatory or capital issues and bad risk behavior (i.e., significant negative individual actions such as violations of risk policies). No recovery of compensation under this Section will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its Affiliated Employers. 4.5 Dividend Equivalents. In the event that the Company pays a cash dividend on shares of Common Stock, the Participant’s Account will receive a number of Deferred Stock Units in an amount equal to: (a) the amount obtained by multiplying (i) the amount of the dividend declared and paid per share by (ii) the number of Deferred Stock Units held by the Participant on the record date for the payment of such dividend, divided by (b) the Fair Market Value of a share of Common Stock at the close of the first business day immediately following the record date, with fractions computed to three decimal places. No fractional Deferred Stock Units will be credited to a Participant’s Account. The number of Deferred Stock Units credited from dividend equivalent rights shall be rounded down to the nearest whole unit.


 
11 ARTICLE V PARTICIPANT ACCOUNTS The Administrator shall maintain or cause to be maintained separate recordkeeping accounts for each Participant in order to reflect his/her interest in the Program. Each Participant’s Account shall be comprised of his/her Compensation Reduction Contribution Account (i.e., the portion of the Account reflecting Compensation Reduction Deferred Stock Units under the Program), and his/her Matching Contribution Account (reflecting Matching Deferred Stock Units under the Program). ARTICLE VI PAYMENT OF BENEFITS 6.1 Distribution Election; Issuance of Shares (a) Each Participant (or in the event of a Participant’s death, the named Beneficiary or his/her estate) shall be entitled to receive shares of Common Stock under 2023 EIP in the amount of Deferred Stock Units credited to the Participant’s Compensation Reduction Contribution Account and Matching Contribution Account under this Program that are vested and have not been forfeited. (b) Except as otherwise set forth herein, no withdrawal may be made from the Participant’s Account prior to a Qualifying Distribution Event. (c) The Deferred Stock Units credited to a Participant’s Account that are vested (and that have not been forfeited) will be distributed in shares of Common Stock under the 2023 EIP following the first Qualifying Distribution Event to occur. Upon first becoming eligible to participate in the Bonus Deferral Program, a Participant shall elect, and designate in the initial Deferral Election Agreement, whether the distribution of shares of Common Stock underlying the Compensation Reduction Deferred Stock Units credited to such Participant’s Account will be distributed in a lump sum or in a specified number of substantially equal installments. If a Participant fails to make a valid election, the Compensation Reduction Deferred Stock Units credited to such Participant’s Account will be distributed in a lump sum. 6.2 Timing and Form of Payments Shares of Common Stock attributable to Compensation Reduction Deferred Stock Units credited to a Participant’s Compensation Reduction Contribution Account and Matching Deferred Stock Units credited to a Participant’s Matching Contribution Account will be distributed in a lump sum or in up to five substantially equal annual installments, as elected by the Participant in the initial Deferral Election Agreement filed with the Company. The lump-sum distribution of the Common Stock or the first installment payment, as applicable, shall be made within 60 days of the first Qualifying Distribution


 
12 Event to occur. In the event such 60-day period spans two calendar years, the distribution shall be made, or commence, as applicable, in the second calendar year. A distribution of Common Stock may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A. Notwithstanding the foregoing, if the Participant is a “specified employee” (determined in accordance with Treasury Regulations issued under Section 409A) for the year in which the Separation from Service occurs, such payment shall be made or commence on the first business day that is at least six months after the Separation from Service occurs, except as otherwise permissible under Section 409A. 6.3 Lump Sum Distributions. (a) Small Amounts. If the Fair Market Value of Deferred Stock Units credited to the Participant’s Account that are vested, as of the date it becomes distributable, is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code, then all the shares of Common Stock attributable to vested Deferred Stock Units credited to the Participant’s Account shall be shall be distributed in a lumpsum within 60 days of such Participant’s Separation from Service (provided that if such 60-day period spans two calendar years, it shall be paid in the second calendar year) notwithstanding any other election that may be in effect. (b) Change In Control. Immediately prior to the consummation of the Change In Control, all the shares of Common Stock attributable to the Participant’s Account that are vested shall be shall be distributed from the 2023 EIP. (c) Death. In the event of a Participant’s death, all the shares of Common Stock attributable to Deferred Stock Units credited to the Account that are vested shall be distributed from the 2023 EIP within 60 days of such Participant’s death (provided that if such 60-day period spans two calendar years, it shall be paid in the second calendar year) notwithstanding any other election that may be in effect. 6.4 Distribution for an Unforeseen Emergency (a) Upon the occurrence of an Unforeseeable Emergency, the Participant shall be eligible to receive a distribution of shares of Common Stock attributable to Compensation Reduction Deferred Stock Units credited to the Participant’s Compensation Reduction Contribution Account and, if the Fair Market Value of such shares are not sufficient, then the Participant shall be eligible to receive a distribution of shares of Common Stock attributable to vested Matching Deferred Stock Units credited to such Participant’s Matching Contribution Account, provided the Fair Market Value of the shares of Common Stock distributed may not exceed the amount necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through


 
13 reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of deferrals under the Bonus Deferral Program or other plan. The amount determined to be properly distributable under this section and applicable regulations under Section 409A shall be payable in a single lump sum only. (b) The Participant’s request for a distribution of shares of Common Stock on account of Unforeseeable Emergency must be made in writing to the Administrator. The request must specify the nature of the Unforeseeable Emergency, the total amount to be paid and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency. It shall be the responsibility of the Participant seeking to make a withdrawal under this section to demonstrate to the Administrator that an Unforeseeable Emergency has occurred and to document the amount properly distributable hereunder. After a distribution on account of an Unforeseeable Emergency, a Participant’s deferral elections shall cease and such Participant will not be permitted to participate in the Program or elect additional deferrals until the next enrollment following one full year from the date of the distribution on account of an Unforeseeable Emergency. Such future deferral elections following a distribution on account of an Unforeseeable Emergency will be treated as an initial deferral election and subject to the rules applicable thereto under the Program and Section 409A. (c) If a distribution of Common Stock under this Section 6.4 is approved, such distribution shall be made under the 2023 EIP by the Administrator as soon as administratively possible after such approval. The processing of the request shall be completed as soon as practicable after the date on which the Administrator receives the properly completed written request for a payment on account of an Unforeseeable Emergency. If a Participant terminates service after a request is approved in accordance with this Section 6.4, but prior to distribution of the full amount approved, the approval of this request shall be automatically void and the benefits he/she is entitled to receive under the Program shall be distributed in accordance with the Section 6.2. (d) The Administrator may from time to time adopt additional policies or rules governing the manner in which such payments for Unforeseeable Emergency may be made so that the Program may be conveniently administered, subject to the governing regulations. 6.5 Effect of Domestic Relations Order Notwithstanding any other provision of the Program or the 2023 EIP to the contrary, to the extent permitted by Section 409A, the time of payment or schedule of payment of a benefit may be accelerated to the extent required by a domestic relations order (as defined in Section 414(p)(1)(B) of the Code); provided that such payment is required to be made to an individual other than the Participant.


 
14 ARTICLE VII BENEFICIARY DESIGNATION 7 Each Participant shall designate a person or persons or a trust to be his/her Beneficiary or Beneficiaries to whom shares of Common Stock attributable to Deferred Stock Units credited to the Participant’s Compensation Reduction Contribution Account and attributable to vested Matching Deferred Stock Units credited to the Participant’s Matching Contribution Account shall be distributed in a lump sum under the 2023 EIP in event of the Participant’s death prior to the complete distribution of a Participant’s Account. A Beneficiary designation shall be made or changed in accordance with the procedures established by the Administrator. ARTICLE VIII ADMINISTRATION OF THE PROGRAM 8 8.1 Responsibility of the Administrator The Administrator shall be the Compensation Committee of the Board, or such other committee as shall be appointed by the Board to administer the Program. The full Board may choose to retain authority to act as the “Administrator” with respect to certain awards made under the 2023 RIP pursuant to the Program or with respect to certain powers, in which case references herein to the Administrator shall be deemed to refer to the full Board. 8.2 Administrative Powers The Administrator shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Program. The determination of the Administrator as to any question involving the general administration and interpretation of the Program shall be final, conclusive and binding. Any discretionary actions to be taken under the Program by the Administrator with respect to the classification of employees, Participants, Beneficiaries or benefits shall be uniform in their nature and applicable to all Persons similarly situated. Without limiting the generality of the foregoing, the Administrator shall have the following powers and duties: (a) To furnish to all Participants, upon request, copies of the Program; and to require any Person to furnish such information as it may request for the purpose of the proper administration of the Program as a condition to receiving any benefits under the 2023 EIP pursuant to the Program; (b) To make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Program;


 
15 (c) To interpret the Program, and to resolve ambiguities, inconsistencies and omissions, which findings shall be binding, final and conclusive; (d) To decide on questions concerning the Program in accordance with the provisions of the Program; (e) To determine the amount of benefits which shall be payable to any Person in accordance with the provisions of the Program and the 2023 EIP, as applicable; to instruct the Employer as to payments to be made under the 2023 EIP pursuant to this Program and to provide a full and fair review to any Participant whose claims for benefits have been denied in whole or in part as provided in Section 8.6; (f) To allocate any such powers and duties to or among specific Persons who are serving as Administrator; and (g) To designate Persons other than a Administrator to carry out any duty or power which would otherwise be a responsibility of the Administrator. 8.3 Expenses of the Administrator and Program Costs All expenses incurred prior to the termination of the Program that shall arise in connection with the administration of the Program, including, but not limited to administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any actuary, counsel, accountant, specialist, or other Person who shall be employed by the Administrator in connection with the administration thereof, shall be paid by the Employer. 8.4 Records of the Administrator The Administrator shall keep a record of all its proceedings, which shall be open to inspection by the Employer. 8.5 Administrator’s Right to Administer and Interpret the Program The Administrator shall have the absolute power, discretion, and authority to administer and interpret the Program and to adopt such rules and regulations as in the opinion of the Administrator are necessary or advisable to implement, administer, and interpret the Program, or to transact its business. Such rules and regulations as are adopted by the Administrator shall be binding upon any Persons having an interest in or under the Program. 8.6 Claims Procedures Any claim for benefits on the part of a claimant under the Program shall be filed in writing with the Administrator. Such claim shall be considered filed on the day it is received by the Administrator. A claimant under the Program shall be any Participant or Beneficiary, or any other Person who shall be entitled to a payment in accordance with


 
16 any provision hereof. The Administrator shall review all claims for benefits under the Program and shall act in a uniform and nondiscriminatory manner at all times. If any claim for benefits under the Program is wholly or partially denied, the following procedure shall apply. (a) Notice of Denial The claimant shall be given notice in writing of such denial within a reasonable period of time, but not later than 90 days after receipt of the claim, setting forth in a manner calculated to be understood by the claimant the following information: (1) the specific reason or reasons for the denial; (2) specific reference to pertinent Program provisions on which the denial is based; (3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (4) an explanation that a full and fair review by the Administrator of the decision denying the claim may be requested by the claimant or his/her authorized representative by filing with the Administrator, within 60 days after notice of the denial has been received by the claimant, a written request for such review; (5) an explanation that the claimant or his/her authorized representative may, upon request and free of charge, obtain reasonable access to and copies of documents, records and other information relevant to the claim and submit written comments, documents, records or other information within the same 60-day period specified in paragraph (4) above; and (6) a statement of the claimant’s right to bring a civil action if the claim is denied on appeal. (b) Extension of Time for Notice of Denial If special circumstances require an extension of time beyond the 90 day period, the claimant shall be so advised in writing within the initial 90-day period. Such notice shall set forth the special circumstances for the extension and the date by which the Administrator expects to render a decision. In no event shall such extension exceed an additional 90 days. (c) Time of Administrator Decision The Administrator’s decision on review shall take into account all comments, documents, records or other information submitted by the claimant whether or not


 
17 such information was submitted or considered in the initial benefit denial. A notice of the Administrator’s decision on review shall be provided to the claimant within a reasonable period of time, but not later than 60 days after the Administrator’s receipt of the request for review. The decision on review shall be written in a manner calculated to be understood by the claimant and shall include: (1) the specific reason or reasons for the denial; (2) specific reference to pertinent Program provisions on which the decision is based; (3) a statement that the claimant or his/her authorized representative may, upon request and free of charge, obtain reasonable access to and copies of documents, records and other information relevant to the claim; (4) a statement describing any voluntary appeals procedure offered by the Program and the claimant’s right to obtain information regarding such procedures; and (5) a statement of the claimant’s right to bring a civil action if the claim is denied on appeal. If special circumstances require an extension of time for processing such request for review, notice of a decision on review shall be provided to the claimant within a reasonable period, but not later than 120 days after receipt of the request for review and the claimant will be provided with notice of the extension prior to the expiration of the initial 60-day period. The notice of extension shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render a decision. For all purposes under the Program, such decision on claims where no review is requested, and decisions on claims where review is requested, shall be final, binding and conclusive on all interested parties. (d) Exhaustion of Remedy No claimant shall institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Program, until he/she has first exhausted the procedures set forth in this section. 8.7 Reliance by Administrator To the extent permitted by law, the Administrator and any Person to whom it may delegate any duty or power in connection with administering the Program, the Company, an Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any actuary, counsel, accountant, other specialist, or other Person selected by the committee, or in reliance upon any tables, valuations, certificates,


 
18 opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, neither a Person acting as the Administrator, nor an Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other Person, including another Person acting as Administrator, or an agent, officer or employee of an Employer. Any Person claiming under the Program shall look solely to the Employer for redress. 8.8 Indemnity of the Administrator The Employer shall indemnify and hold harmless the members of the Administrator (and its delegates) against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Program, except in the case of gross negligence or willful misconduct.


 
19 ARTICLE IX AMENDMENT AND TERMINATION 9 9.1 Amendment The Company, although it intends the Program to be permanent, reserves the right to amend the Program at any time. However, no amendment shall reduce the amount of the Participant’s Account as of the amendment date. Any such amendment shall be made pursuant to a resolution of the Company. 9.2 Termination The Company reserves the right to terminate the Program at any time by resolution of the Company. Subject to Section 409A and the regulations issued thereunder, upon termination of the Program, all Participants will become 100% vested in their Accounts. Each Account shall be paid in a lump sum 30 days after the termination of the Program unless the Company specifies otherwise in its resolution of termination. For purposes of this Section 9.2, a Program will be deemed to be terminated upon the occurrence of one of the following: (a) Termination and liquidation of the Program within 12 months of a qualifying corporate dissolution or bankruptcy; (b) Termination and liquidation of the Program pursuant to irrevocable action of the Employer within 30 days before, or 12 months after, a qualifying Change In Control event; or (c) A termination and liquidation of the Program (i) that does not occur proximate to a downturn in the Employer’s financial condition; (ii) where all plans required to be aggregated with the Program are terminated; (iii) where no liquidation payments are made for at least 12 months after the Program is terminated; (iv) where all payments are made by 24 months after the Program is terminated; and (v) where the Employer does not adopt a new plan of the same type, for at least three years after the Program is terminated.


 
20 ARTICLE X MISCELLANEOUS 10 10.1 Unsecured Creditor Participants and their Beneficiaries, heirs and successors under this Program shall have solely those rights of an unsecured creditor of the Employer. Any and all assets of the Employer shall not be deemed to be held in trust for any Participant, their Beneficiaries, heirs and successors, nor shall any assets be considered security for the performance of obligations of the Employer and said assets shall at all times remain unpledged, unrestricted general assets of the Employer. The Employer’s obligation under the Program and the 2023 EIP shall be an unsecured and unfunded promise to pay benefits at a future date. 10.2 Unfunded Plan No funds or assets shall be segregated or physically set aside with respect to the Employer’s obligations under the Program in a manner which would cause the Program to be “funded” for purposes of ERISA and/or the Internal Revenue Code. This Program shall be maintained to provide supplemental retirement benefits for a select group of management and highly compensated employees. Any Participant’s Account under the Program is maintained for recordkeeping purposes only and is not to be construed as funded for tax or ERISA purposes. If the Employer establishes a trust fund in connection with the Program, the assets of such trust fund shall be subject to the claims of the general creditors of the Employer in the event that the Employer becomes insolvent. 10.3 Requirements of Law The Company will not be required to sell or issue any shares of Common Stock with respect to Deferred Stock Units if the sale or issuance of such shares of Common Stock would constitute a violation by the Participant, any other individual or entity, or the Company or any Affiliated Employer of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company determines, in its discretion, that the listing, registration, or qualification of any shares of Common Stock with respect to any Deferred Stock Units upon any securities exchange or market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the sale, issuance, or purchase of shares of Common Stock under the 2023 EIP pursuant to this Program, no shares of Common Stock may be sold or issued to the Participant or any other individual or entity with respect to such Deferred Stock Units unless such listing, registration, or qualification has been effected or obtained free of any conditions not acceptable to the Company. The Company may, but will in no event be obligated to, register any securities covered by the 2023 EIP pursuant to the Securities Act. The Company is not obligated to take any affirmative action to cause the issuance of shares of


 
21 Common Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. 10.4 Stockholder Rights A Participant has no rights as a stockholder with respect to the Deferred Stock Units unless and until the Common Stock relating to the Deferred Stock Units has been delivered to the Participant. 10.5 Section 409A The Program is intended to be compliant with the provisions of Section 409A and shall be interpreted in accordance with such intention. The Administrator may adopt such conforming amendments as the Administrator deems advisable or necessary (but without an obligation to do so), in its sole discretion, to comply with Section 409A and avoid the imposition of taxes under Section 409A. Each payment made pursuant to any provision of the Program shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. While it is intended that all payments and benefits provided under the 2023 EIP pursuant to this Program will comply with Section 409A, the Company makes no representation or covenant to ensure that the Program and any payments under the 2023 EIP pursuant to this Program are exempt from or compliant with Section 409A. The Company will have no liability to any Participant or any other party if a payment or benefit pursuant to this Program is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A or for any damages for failing to comply with Section 409A or have any obligation to provide gross-up compensation to any Participant in connection with any Section 409A additional taxes, interest or penalties that are imposed on a Participant. References to termination of employment or similar language shall be interpreted to mean a Separation from Service for purposes of Section 409A and payments conditioned on termination of employment shall not be paid unless and until the Participant has experienced a Separation from Service. Solely to the extent needed to comply with Section 409A, payments under the 2023 EIP pursuant to this Program to a Participant who was Section 409A “specified employee” upon his/her Separation from Service that would otherwise have been paid during the six months after the Separation from Service shall be delayed and instead paid on the earlier of the Participant’s death or the first business day of the seventh month following the Participant’s Separation from Service. The Company in its discretion may terminate the Program (and pay out Account balances) in accordance with the plan termination rules of Section 409A including without limitation in connection with a Change In Control. To the extent necessary to avoid violating the “transaction-based compensation” exemption, within the meaning of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A), and the imposition of taxes under Section 409A, all undistributed amounts of the Account balances being paid on account of a Change In Control shall be paid to Participants under this Program no later than the day immediately before the fifth (5th) anniversary of the Change In Control.


 
22 10.6 Non-Assignability Except as may otherwise be required by law and Section 6.5, no distribution or payment under the 2023 EIP pursuant to this Program to any Participant, Beneficiary, heirs and successors shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any Person entitled to such distribution or payment. 10.7 Not a Contract of Employment This Program shall not be deemed to constitute a contract between the Employer and any employee or other Person whether or not in the employ of the Employer, nor shall anything herein contained be deemed to give any employee or other Person whether or not in the employ of the Employer any right to be retained in the employ of the Employer, or to interfere with the right of the Employer to discharge any employee (including any Eligible Employee or Participant) at any time and to treat him/her without any regard to the effect which such treatment might have upon him/her as a Participant of the Program. 10.8 Source of Benefits The Employer shall be the sole source of benefit under this Plan, and each employee, Eligible Employee, Participant, Beneficiary, or any other Person who shall claim the right to any payment or benefit under this Program shall be entitled to look only to the Employer for payment of benefits. 10.9 Inability to Make Payment If the Employer is unable to make payment to any Participant or other Person to whom a payment is due under the Program because it cannot ascertain the identity or whereabouts of such Participant or other Person after reasonable efforts have been made to identify or locate such Person (including a notice of the payment so due mailed to the last known address of such Participant or other Person as shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant or other Person shall be forfeited twenty-four (24) months after the date such payment first became due; provided, however, that such payment and any subsequent payments shall be reinstated retroactively, no later than sixty (60) days after the date on which the Participant or Person is identified or located. 10.10 Binding Agreement This Program shall be binding on the parties hereto, their heirs, executors, administrators, and successors in interest.


 
23 10.11 Invalidity of Certain Provisions If any provision of this Program is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Program shall be construed and enforced as if such provision had not been included. 10.12 Incapacity If the Administrator determines that any Person entitled to payments under the Program is a minor or incompetent by reason of physical or mental disability, it may cause all payments thereafter becoming due to such Person to be made to any other Person for his/her benefit, without responsibility to follow application of amounts so paid. Payments made pursuant to this provision shall completely discharge the Program, the Company, any Employer, and the Administrator. 10.13 Masculine, Feminine, Singular and Plural The masculine shall include the feminine and the singular shall include the plural and the plural the singular wherever the Person or entity or context shall plainly so require. 10.14 Withholding Taxes The Administrator may make any appropriate arrangements to deduct for all amounts paid or accrued under the Program any taxes required to be withheld by any government or governmental agency. 10.15 Governing Law The provisions of the Program shall be construed, administered and governed under applicable Federal law and, to the extent not preempted by Federal law, the laws of the State of New York.


 
EX-10.2 3 amalgamated-deferredrest.htm EX-10.2 amalgamated-deferredrest
SMRH:4868-2006-4960.7 -1- AMALGAMATED FINANCIAL CORP. 2023 EQUITY INCENTIVE PLAN DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT Amalgamated Financial Corp. (the “Company”) hereby grants you deferred restricted stock units through the Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Plan”), subject to the terms of the Bonus Deferral and Deferred Stock Unit Program (the “Program”), and to certain restrictions as described herein (“Award,” “Deferred Stock Units,” or “DSUs”). Participant ("you"): _________________________ Date of Grant: _____________________________ Number of Deferred Stock Units: _____________ Vesting Schedule. The vesting and forfeiture provisions that apply to your DSUs are described in the Plan, the Program, and the attached Terms and Conditions. In general, and in accordance with Section 3(d)(ii) of the Plan, you will be fully vested in your DSUs as of the Date of Grant. Settlement of DSUs. Shares underlying your vested Award shall be distributed on the first of the following events to occur: (a) the date of your Separation from Service from the Company for any reason (b) the closing date of a Change in Control, and (c) the date of your death (a “Distribution Event”). In the event of a Distribution Event, the Shares shall be distributed under the Plan in a lump sum, as soon as practicable after (but no later than 60 days after) the Distribution Event. Notwithstanding the foregoing, if you timely elected to receive your Shares following your Separation from Service in installments, then distributions of your Shares following your Separation from Service shall be made in accordance with such timely election, with the first installment to be distributed within 60 days following the date you Separate from Service and the remaining installments on each subsequent anniversary date of the first installment provided that in the event of your death or the consummation of a Change in Control, any remaining installments shall be paid in a lump sum within 60 days of the date of your death or the closing date of a Change in Control. In the event such 60-day period spans two calendar years, the Shares shall be distributed, or commence to be distributed, as applicable, in the second calendar year. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A. Notwithstanding the foregoing, if you are a “specified employee” (determined in accordance with Treasury Regulations issued under Section 409A) for the year in which your Separation from Service occurs, such Shares shall be distributed or commence on the first business day that is at least six months after the Separation from Service occurs, except as otherwise permissible under Section 409A. Additional Terms. Your rights and duties and those of the Company under your Award are governed by the provisions of this Award Agreement, the attached Terms and Conditions, the Program document, and the Plan document, all of which are incorporated into this Award Agreement by reference. If there is any discrepancy between these documents, the Plan and the Program documents will always govern. This Award is designated as a bonus that is in addition to your regular cash wages. No amount of Common Stock or income received by you pursuant to this Award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other


 
SMRH:4868-2006-4960.7 -2- employee benefit plan or program of the Company or any of its Subsidiaries. It will not be included in calculating any employment-related benefits to which you may be entitled from the Company or any Subsidiary. Participation in the Plan and the Program is discretionary and voluntary, and the Plan and the Program can be terminated at any time. This Award does not create a right or entitlement to future awards, whether pursuant to the Plan, the Program or otherwise. The governing law for purposes of resolving any issue relating to this Award, the Program or the Plan shall be United States federal law and, where appropriate, the laws of the State of New York. Any dispute regarding this Award, the Program or the Plan shall be resolved by a court of law in the City of New York, State of New York. Questions. If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact our Human Resources department. AMALGAMATED FINANCIAL CORP. By ______________________________ Chief Executive Officer and President


 
SMRH:4868-2006-4960.7 -3- AMALGAMATED FINANCIAL CORP. 2023 EQUITY INCENTIVE PLAN DEFERRED RESTRICTED STOCK UNIT TERMS AND CONDITIONS This document is intended to provide you some background on the Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the deferred Restricted Stock Unit award (the “Award,” “Deferred Stock Units,” or “DSUs”) granted to you under the Plan and the Bonus Deferral and Deferred Stock Unit Program (the “Program”). References in this document to “our,” “us,” “we,” and the “Company” are intended to refer to Amalgamated Financial Corp. Capitalized terms not defined in your Award Agreement or these Terms and Conditions have the meanings given to them in the Plan and Program documents. Background 1. How are Award recipients chosen? The Committee designated a small group of executives, including you, to be eligible for this new deferral program under the Plan. Eligible employees who time elect to defer a portion of their annual bonus will be awarded DSUs based on the amount of the annual bonus that was deferred. 2. What is the value of my Award? The value of each Share covered by your Award is equal to the market price of one Share of Company Common Stock, and will have the same value as established on the exchange on which the Shares are traded on the applicable determination date. Under current tax laws, you will be taxed on the market price of the Share(s) under your Award at the time the Shares (or in certain cases, their cash equivalent) are paid to you in settlement of your Award. We note, however, that withholding for payroll taxes may be required in the year your DSUs vest, which may be the Date of Grant. We recommend that you consult your personal tax advisor to discuss the potential tax consequences to you of receiving this Award. Note that no amount of cash or Common Stock received by you pursuant to your Award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan of the Company or any of its Subsidiaries. Terms and Conditions 3. When will my Deferred Stock Units vest? Generally, you will be fully vested in your Award as of the Date of Grant.


 
SMRH:4868-2006-4960.7 -4- 4. When do I receive payment? Within 60 days following the earliest of: (i) the date you Separate from Service; (ii) the date of the closing of a Change in Control; or (iii) the date of your death, one Share of our Common Stock will be delivered to you (either electronically or in certificate form (as we determine)) for each DSU that is vested. Notwithstanding the foregoing, in the event that you previously elected, in a timely manner, to have your deferred DSUs settled in annual installments following your Separation from Service, Shares of Common Stock will be delivered to you in accordance with such election. Fractional shares will not be paid]. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A. Notwithstanding the foregoing, if you are a “specified employee” (determined in accordance with Treasury Regulations issued under Section 409A) for the year in which your Separation from Service occurs, such payment shall be made or commence on the first business day that is at least six months after the Separation from Service occurs, except as otherwise permissible under Section 409A. 5. Do I have to pay any tax in connection with this Award? Yes, if you are a U.S. Employee, you are subject to federal (and in some cases, state and local) income taxes on the fair market value of your DSUs in the year that you are paid Shares of Common Stock (or in certain cases, their cash equivalent) in settlement of your Award. In addition, if you are a U.S. Employee and receive DSUs, you may be subject to employment taxes at the time your DSUs vest, which may be on the Date of Grant. If you are a U.S. Employee, we are required under current federal (and some state and local) tax laws to withhold taxes from you. This may be accomplished by withholding whole Shares of Common Stock with an equivalent value or withholding from other cash compensation paid to you. We will round down to the nearest whole Share. To the extent this Share withholding is not sufficient, or is prohibited or limited by applicable law, you will ultimately be responsible for any additional taxes due. If withholding is determined by us to be not possible or inadequate, we will have the right to require cash payment and/or make deductions from other payments due to you that are sufficient to satisfy these requirements. If you are a non-U.S. Employee, we will comply with the applicable country tax requirements. You may not rely on the Company or any of its Subsidiaries, or any of their Officers, Directors or Employees, for tax or legal advice regarding this Award. We make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your Award. 6. What are my rights as a stockholder in my Deferred Stock Units? Until you actually receive Shares (if any) in settlement of your Award, you will generally have no rights as a stockholder with respect to those Shares, such as the right to vote the Shares or the right to receive dividends. 7. Are there restrictions on the transfer of my Deferred Stock Units? You may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate your DSUs, whether voluntarily or involuntarily, by operation of law or otherwise, except upon your death or as otherwise specifically provided in the Plan. If you die, your beneficiary or the personal representative of your estate can act on your behalf. Once you receive any Share, you will normally be entitled to all rights of ownership to such Share. Under certain circumstances


 
SMRH:4868-2006-4960.7 -5- described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions. 8. Are there restrictions on the delivery and sale of Shares? Shares issued to you upon a Distribution Event are subject to federal securities laws. In some cases, state or local securities laws may also apply. If the Board determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of your Shares until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue Shares to you. Where applicable, the certificates evidencing any Shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply. 9. Does the receipt of my Award guarantee continued service with the Company or its Subsidiaries? No. Neither the establishment of the Plan, the Program, your Award of DSUs, nor the issuance of Shares or other consideration in connection with your Award, gives you the right to continued employment or service with the Company (or any of our Subsidiaries). 10. What events can trigger forfeiture of my Deferred Stock Units? Your DSUs and any cash or Shares paid to you in settlement of your DSUs, and any profits from sale of any such Shares, are subject to clawback, recoupment or repayment if you commit certain bad acts, you engage in certain practices injurious to the Company or any of its Subsidiaries, or if the Company or any of its Subsidiaries experiences regulatory or capital issues. These clawback, recoupment and repayment provisions are set forth in detail in Section 8 of the Plan. The Committee may, in its discretion, accelerate the vesting of your Award in special circumstances, subject to certain provisions of the Plan and the law. 11. What documents govern my Deferred Stock Units? The Plan, the Program, your Award Agreement, any election to settle your DSUs in installments following your Separation from Service, and these Terms and Conditions express the entire understanding between you and the Company with respect to your DSUs. In the event of any conflict between these documents, the terms of the Plan and the Program will always govern. You should never rely on any oral description of the Plan, the Program, or your Award Agreement because the written terms of the Plan and the Program will always govern. The Committee has the authority to interpret this document, the Program, and the Plan. Any such interpretation will be binding on you, us, and other persons.


 
EX-10.3 4 amalgamated2023equityinc.htm EX-10.3 amalgamated2023equityinc
SMRH:4901-7852-6234.5 -1- AMALGAMATED FINANCIAL CORP. 2023 EQUITY INCENTIVE PLAN DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT Amalgamated Financial Corp. (the “Company”) hereby grants you restricted stock units through the Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Plan”), subject to the terms of the Bonus Deferral and Deferred Stock Unit Program (the “Program”) and certain restrictions, as described herein (“Award,” “Deferred Restricted Stock Units,” or “DSUs”). Participant (You): _________________________________ Date of Grant: _________________________________ Number of Deferred Restricted Stock Units: _________________________________ Vesting Schedule. The vesting and forfeiture provisions that apply to your DSUs are described in the Plan, the Program and the attached Terms and Conditions. In general, so long as you have not Separated from Service, you have not provided notice of your resignation, and the Company or its applicable Subsidiary has not provided notice of your termination for Cause, before a vesting date, 100% your DSUs will vest on the earliest of the following: • The date your age plus years of service equal 65 provided you have attained age 55 and have accrued a minimum five years of service; or • The date on which you accrue ten (10) years of participation in the Bonus Deferral and Deferred Stock Unit Program, which shall begin with the with the first year in which you are eligible to participate in the Bonus Deferral and Deferred Stock Unit Program and elect to exchange all or a portion of your annual bonus for Deferred Stock Units, continue as long as you are continuously employed by the Company or an affiliate of the Company and end on the date you Separate from Service, after taking into account any special service credit, if any, that you may be eligible to receive; or Effect of Separation from Service. In general, if you Separate from Service before a vesting date for any reason, you will forfeit all RSUs in which you have not yet vested as of your Separation from Service, unless: • Your Separation from Service is due to Disability or retirement (defined as age 65 with 5 continuous years of service with the Company or its Subsidiaries), and no Cause exists, in which case the unvested portion of your DSUs will continue to vest until the originally set vesting date as if you had not Separated from Service. • You die and no Cause exists, or you Separate from Service due to an involuntary termination from the Company and its Subsidiaries and no Cause exists, or due to your voluntary resignation for Good Reason (as defined in the Plan) and no Cause exists, in which case your DSUs will immediately vest on a pro-rata basis based on the number of


 
SMRH:4901-7852-6234.5 -2- full months that you worked during the vesting period resulting in the earliest vesting date beginning with your initial participation in the Program through your Separation from Service. • You remain continuously employed through the closing date of a Change in Control, in which case your DSUs will immediately vest on a pro-rata basis based on the number of full months that you worked during the vesting period resulting in the earliest vesting date beginning with your initial participation in the Program through the closing date of the Change in Control. If the Committee determines, at any time, that Cause exists at the time of your Separation from Service, all of your rights under this DSU Award will terminate immediately, you will forfeit all DSUs that have not yet vested as of the date of your Separation from Service, and the Company shall have the right to repurchase any Shares that you have already received as a result of DSUs that have already vested, all as described in the Plan. The existence of “Cause” will be determined in the sole discretion of the Committee (or if the Board has chosen to reserve such power, the Board). Settlement of DSUs. Shares underlying your vested DSU Award shall be distributed on the first of the following events to occur: (a) the date of your Separation from Service from the Company for any reason (b) the closing date of a Change in Control, and (c) the date of your death (a “Distribution Event”). In the event of a Distribution Event, the Shares shall be distributed under the Plan in a lump sum, as soon as practicable after (but no later than 60 days after) the Distribution Event. Notwithstanding the foregoing, if you timely elected to receive your Shares following your Separation from Service in installments, then distributions of your Shares following your Separation from Service shall be made in accordance with such timely election, with the first installment to be distributed within 60 days following the date you Separate from Service and the remaining installments on each subsequent anniversary date of the first installment provided that in the event of your death or the consummation of a Change in Control, any remaining installments shall be paid in a lump sum within 60 days of the date of your death or the closing date of a Change in Control. In the event such 60-day period spans two calendar years, the Shares shall be distributed, or commence to be distributed, as applicable, in the second calendar year. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A. Notwithstanding the foregoing, if you are a “specified employee” (determined in accordance with Treasury Regulations issued under Section 409A) for the year in which your Separation from Service occurs, such Shares shall be distributed or commence on the first business day that is at least six months after the Separation from Service occurs, except as otherwise permissible under Section 409A. Additional Terms. Your rights and duties and those of the Company under your Award are governed by the provisions of this Award Agreement, the attached Terms and Conditions, the Program document, and the Plan document, all of which are incorporated into this Award Agreement by reference. If there is any discrepancy between these documents, the Plan and Program documents will always govern. This Award is designated as a bonus that is in addition to your regular cash wages. No amount of Common Stock or income received by you pursuant to this Award will be considered


 
SMRH:4901-7852-6234.5 -3- compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan or program of the Company or any of its Subsidiaries. It will not be included in calculating any employment-related benefits to which you may be entitled from the Company or any Subsidiary. Participation in the Plan and the Program is discretionary and voluntary, and the Plan and the Program can be terminated at any time. This Award does not create a right or entitlement to future awards, whether pursuant to the Plan, the Program or otherwise. The governing law for purposes of resolving any issue relating to this Award, the Program, or the Plan shall be United States federal law and, where appropriate, the laws of the State of New York. Any dispute regarding this Award, the Program, or the Plan shall be resolved by a court of law in the City of New York, State of New York. Questions. If you have any questions regarding your Award, please see the enclosed Terms and Conditions and Plan document, or contact our Human Resources department. AMALGAMATED FINANCIAL CORP. By ______________________________ t


 
SMRH:4901-7852-6234.5 -4- AMALGAMATED FINANCIAL CORP. 2023 EQUITY INCENTIVE PLAN DEFERRED RESTRICTED STOCK UNIT TERMS AND CONDITIONS This document is intended to provide you some background on the Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Plan”) and to help you better understand the terms and conditions of the deferred Restricted Stock Unit award (the “Award,” “Deferred Restricted Stock Units,” or “DSUs”) granted to you under the Plan and the Bonus Deferral and Deferred Stock Unit Program (the “Program”). References in this document to “our,” “us,” “we,” and the “Company” are intended to refer to Amalgamated Financial Corp. Capitalized terms not defined in your Award Agreement or these Terms and Conditions have the meanings given to them in the Plan and Program documents. Background 1. How are Award recipients chosen? Under our current process, the Compensation Committee (the “Committee”) approves executive equity awards, although the Committee may delegate the power to make non-officer awards to an Officer of the Company or any Subsidiary and the Board has the authority to reserve these powers to the full Board with respect to some or all eligible individuals. 2. What is the value of my Award? The value of each Share covered by your DSU Award is equal to the market price of one Share of Company Common Stock, and will have the same value as established on the exchange on which the Shares are traded on the applicable determination date. Under current tax laws, you will be taxed on the market price of the Share(s) under your DSU Award at the time the Shares (or in certain cases, their cash equivalent) are paid to you in settlement of your Award. We note, however, that withholding for payroll taxes may be required in the year your DSUs vest. We recommend that you consult your personal tax advisor to discuss the potential tax consequences to you of receiving this Award. Note that no amount of cash or Common Stock received by you pursuant to your Award will be considered compensation for purposes of any severance or any pension, retirement, insurance or other employee benefit plan of the Company or any of its Subsidiaries. Terms and Conditions 3. When will my Deferred Restricted Stock Units vest? Generally, your DSUs will vest (in whole Shares, rounded down) as set forth in your Award Agreement.


 
SMRH:4901-7852-6234.5 -5- Your Award Agreement may provide for earlier vesting dates upon specific events. Please refer to your Award Agreement to see if special early vesting dates apply to your DSUs. The Committee may, in its sole discretion, choose to accelerate or extend the vesting of Awards in special circumstances. 4. When do I receive payment? Within 60 days following the earliest of: (i) the date you Separate from Service, (ii) the date of the closing of a Change in Control; or (iii) the date of your death, one Share of our Common Stock will be delivered to you (either electronically or in certificate form (as we determine)) for each DSU that is vested. Notwithstanding the foregoing, in the event that you previously elected, in a timely manner, to have your DSUs settled in annual installments following your Separation from Service, Shares of Common Stock will be delivered to you in accordance with such election. Fractional shares will not be paid. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A. Notwithstanding the foregoing, if you are a “specified employee” (determined in accordance with Treasury Regulations issued under Section 409A) for the year in which your Separation from Service occurs, such payment shall be made or commence on the first business day that is at least six months after the Separation from Service occurs, except as otherwise permissible under Section 409A. By accepting this Award, you acknowledge that, except as may otherwise be provided in your Award Agreement, if you Separate from Service prior to a vesting date, you will forfeit all of your unvested DSUs and any other rights associated with your unvested DSUs under the Plan. 5. Do I have to pay any tax in connection with this DSU Award? Yes, if you are a U.S. Employee, you are subject to federal (and in some cases, state and local) income taxes on the fair market value of your DSUs in the year that you are paid Shares of Common Stock (or in certain cases, their cash equivalent) in settlement of your Award. In addition, if you are a U.S. Employee and vest in your DSUs prior to a Distribution Event, you may be subject to employment taxes at the time your DSUs vest. If you are a U.S. Employee, we are required under current federal (and some state and local) tax laws to withhold taxes from you. This may be accomplished by withholding whole Shares of Common Stock with an equivalent value, or withholding from other cash compensation paid to you. We will round down to the nearest whole Share. To the extent this Share withholding is not sufficient, or is prohibited or limited by applicable law, you will ultimately be responsible for any additional taxes due. If withholding is determined by us to be not possible or inadequate, we will have the right to require cash payment and/or make deductions from other payments due to you that are sufficient to satisfy these requirements. If you are a non-U.S. Employee, we will comply with the applicable country tax requirements. You may not rely on the Company or any of its Subsidiaries, or any of their Officers, Directors or Employees, for tax or legal advice regarding this Award. We make no representations with respect to and hereby disclaim all responsibility as to the tax treatment of your Award.


 
SMRH:4901-7852-6234.5 -6- 6. What are my rights as a stockholder in my Deferred Restricted Stock Units? Until you actually receive Shares (if any) in settlement of your Award, you will generally have no rights as a stockholder with respect to those Shares, such as the right to vote the Shares or the right to receive dividends. 7. Are there restrictions on the transfer of my Deferred Restricted Stock Units? You may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate your DSUs, whether voluntarily or involuntarily, by operation of law or otherwise, except upon your death or as otherwise specifically provided in the Plan. If you die, your beneficiary or the personal representative of your estate can act on your behalf. Once you receive any Share, you will normally be entitled to all rights of ownership to such Share. Under certain circumstances described in the Plan, however, these rights may be delayed or subject to additional limitations or restrictions. 8. Are there restrictions on the delivery and sale of Shares? Shares issued to you upon a Distribution Event are subject to federal securities laws. In some cases, state or local securities laws may also apply. If the Board determines that certain registrations or filings are needed or desired to comply with these various securities laws, then we may delay the delivery of your Shares until the necessary approvals or filings are obtained. In order for us to meet an exemption from securities registration requirements, we may also require you to provide us with certain information, representations and warranties before we will issue Shares to you. Where applicable, the certificates evidencing any Shares may contain wording (or otherwise as appropriate in electronic format) indicating that conditions, restrictions, rights and obligations apply. 9. Does the receipt of my Award guarantee continued service with the Company or its Subsidiaries? No. Neither the establishment of the Plan, the Program, your Award of DSUs, nor the issuance of Shares or other consideration in connection with your Award, gives you the right to continued employment or service with the Company (or any of our Subsidiaries). 10.What events can trigger forfeiture of my Deferred Restricted Stock Units? Except as may otherwise be specifically provided in your Award Agreement, your unvested DSUs will normally be cancelled and forfeited upon your Separation from Service. In addition, your DSUs and any cash or Shares paid to you in settlement of your DSUs, and any profits from sale of any such Shares, are subject to clawback, recoupment or repayment if you commit certain bad acts, you engage in certain practices injurious to the Company or any of its Subsidiaries, or if the Company or any of its Subsidiaries experiences regulatory or capital issues. These clawback, recoupment and repayment provisions are set forth in detail in Section 8 of the Plan.


 
SMRH:4901-7852-6234.5 -7- The Committee may, in its discretion, accelerate the vesting of your Award in special circumstances, subject to certain provisions of the Plan and the law. 11.What documents govern my Deferred Restricted Stock Units? The Plan, the Program, your Award Agreement, any election to settle your DSUs in installments following your Separation from Service, and these Terms and Conditions express the entire understanding between you and the Company with respect to your DSUs. In the event of any conflict between these documents, the terms of the Plan and the Program will always govern. You should never rely on any oral description of the Plan, the Program, or your Award Agreement because the written terms of the Plan and the Program will always govern. The Committee has the authority to interpret this document, the Program, and the Plan. Any such interpretation will be binding on you, us, and other persons.


 
EX-10.4 5 employmentagreement-brow.htm EX-10.4 employmentagreement-brow
EXECUTION COPY DOC ID - 45991181.14 AMENDED & RESTATED EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated March 25, 2025 (the “Effective Date”), by and between Amalgamated Financial Corp. (the “Company”) and Priscilla Sims Brown (the “Executive”) (each a “Party” and together, the “Parties”). References to the Company in this Agreement also include Amalgamated Bank (the “Bank”) and all other subsidiaries of the Company and of the Bank. WHEREAS, the Company desires to continue to employ the Executive as the President and Chief Executive Officer (the “CEO”) of Amalgamated Financial Corp., and the Parties wish to establish the terms of such continued employment commencing on Effective Date; and WHEREAS, the Executive entered into an employment agreement with the Company, dated May 10, 2021 (the “Prior Agreement”) which agreement the Parties desire to amend and restate effective as of the Effective Date. NOW, THEREFORE, in consideration of the mutual promises and conditions herein set forth, the Parties agree as follows: 1. Employment and Acceptance. Amalgamated Financial Corp. and the Bank shall agree to continue to employ the Executive, and the Executive shall accept such continued employment, subject to the terms of this Agreement. By executing this Agreement, the Executive acknowledges and agrees that she is an “at-will” employee, and accordingly that her employment may be terminated at any time, with or without cause, and with or without reason (subject to the termination provisions of Section 5 below). 2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue for thirty-six (36) full calendar months thereafter (the “Term,” which shall include any periods covered by renewals hereunder). Commencing on January 1, 2026 and continuing on January 1 of each year thereafter (each, an “Anniversary Date”), this Agreement shall renew for an additional twelve (12) months such that the remaining Term shall be thirty-six (36) months, unless the Company or the Executive gives the other Party written notice of its/her election not to extend the term at least ninety (90) days prior to the applicable Anniversary Date, and such end date, as it may prior thereto be extended by mutual written agreement of the Parties, being the “Term Date”. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the Term Date, or, if earlier, on the date the Executive’s employment terminates in accordance with Section 5 below. 3. Title and Duties. 3.1 Title. The Executive shall serve in the capacity of President and Chief Executive Officer of Amalgamated Financial Corp. and shall report directly to the Board of Directors of Amalgamated Financial Corp. (the “Board”). The Executive shall be classified as an employee exempt from overtime pay pursuant to the executive exemption under federal and state overtime laws. Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 2 3.2 Duties. The Executive shall have such authority and responsibilities and shall perform such executive duties customarily performed by the President and Chief Executive Officer of a commercial bank and shall have such other powers and duties as may from time to time be prescribed by the Board, provided that such duties are consistent with the Executive’s position or other positions that she may hold with the Company from time to time. Without limiting the generality of the foregoing, the Executive shall be charged with the administration of the operations of the Company, including general supervision of the policies of the Company and general and active management of the business of the Company. The Executive agrees that during the Term she shall devote her entire working time to the performance of her duties under this Agreement and shall not work for anyone else; provided, however, that the Company acknowledges that the Executive may serve on such corporate, civic or charitable boards or committees as have been or in the future are disclosed to, and not objected to by, the Board, such approval not to be unreasonably withheld, and manage the Executive’s personal investments, so long as any such activities do not, individually or in the aggregate, materially interfere with the performance of the Executive’s duties hereunder. 3.3 Location. The Executive’s principal place of performance of her duties hereunder shall be at the Company’s principal office located in New York, New York, subject to reasonable travel requirements on behalf of the Company. 4. Compensation and Benefits. 4.1 Base Salary. During the Term, the Company shall pay to the Executive a base salary (“Base Salary”) initially at an annual rate equal to U.S. $1,080,000, to be paid in accordance with the Company’s payroll practice for all employees, which payroll practices the Company reserves the right to modify at any time. During the Term, the Company may, at the discretion of the Board, at any time and from time to time prospectively (i) increase the Executive’s Base Salary, or (ii) decrease the Executive’s Base Salary as part of an across-the-board percentage reduction for its other senior executives, provided such reduction shall be pari passu with such senior executives. 4.2 Bonuses – Incentive Compensation. During the Term, subject to Section 7.15 of this Agreement, the Executive shall be eligible for incentive compensation to be paid to her by the Company as follows: (a) The Executive shall be eligible to receive an annual bonus (“Annual Bonus”) for each fiscal year of the Company during the Term, targeted at eighty percent (80%) of Base Salary (as determined by July 1 of each fiscal year in accordance with Section 4.1) (the “Annual Bonus Target”), based on the achievement of multiple specific annual quantitative and qualitative performance metrics established by the Board (or a committee thereof), in consultation with the Executive, for such fiscal year, and subject to the terms and conditions of the Company’s annual incentive plan, as it may be amended from time to time. At the discretion of the Compensation Committee and approval by the Board, the Annual Bonus Target for any fiscal year may be increased. (b) The Executive also shall be entitled to incentive compensation pursuant to the Company’s equity incentive plans (each an “Equity Plan”) adopted by the Board for each fiscal year during the Term. Commencing with the fiscal year commencing January Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 3 1, 2025, the aggregate potential value of any annual Equity Plan awards granted to the Executive shall be an amount equal to $1,560,000 (the “Target Grant”). At the discretion of the Compensation Committee, the Target Grant for any fiscal year may be increased. The Executive’s participation in any such Equity Plan shall be governed by the terms of such plan, specifically including its vesting, settlement, payment and exercise provisions, provided that (i) such terms of the Executive’s annual Target Grant shall be not less favorable to her than those granted at such time to the Company’s other executive officers and (ii) commencing with the fiscal year commencing January 1, 2026, the Executive’s annual Target Grant shall consist 40% of equity awards which are subject to time-based vesting and 60% of equity awards which are subject to vesting based on both time and performance. (c) The Executive acknowledges that on April 1, 2024, (i) the Executive received an award of restricted stock units with respect to shares of the Company’s common stock that had a value on the Effective Date equal to U.S. $750,000 (based upon the closing price on the immediately preceding trading day) pursuant to the Company’s standard form of time-based restricted stock unit award agreement for executives, and (ii) the Executive received an award of restricted stock units with respect to shares of the Company’s common stock that had an aggregate potential value on the Effective Date equal to U.S. $750,000 (based upon the closing price on the immediately preceding trading day) pursuant to the Company’s standard form of performance unit award agreement for executives. (d) Notwithstanding anything in any Performance Unit Award Agreement between the Company and the Executive to the contrary, upon the Executive’s Separation from Service, the Executive’s Restricted Stock Units granted under the applicable Performance Unit Award Agreement shall continue to vest based on actual achievement of Performance Measures at the end of the applicable Performance Period as if the Executive had not Separated from Service, and shall not be subject to pro-ration based on the number of full months worked during the each Performance Period prior to the Executive’s Separation from Service but only if (i) at the time of the Executive’s Separation from Service the Executive shall be at least age sixty-five (65) and have five (5) continuous years of service with the Company or its affiliates, (ii) the Executive provides the Company with at least six (6) months’ written notice of the Executive’s retirement (which notice period the Company may shorten in its sole discretion and which shall not be deemed a termination without Cause) and (iii) for twelve (12) months after the effective date of the Executive’s retirement, the Executive continues to consult with the Company, at no additional cost to the Company, with regard to any matters which relate to or arise out of the Company’s business during the period and which the Board or the CEO request the Executive’s assistance. Terms used in this Section 4.2(d) but not otherwise defined in this Agreement shall have the meanings ascribed to them in the applicable Performance Unit Award Agreement. 4.3 Supplemental Retirement Plan. The Executive shall be eligible to participate in a new nonqualified deferred compensation plan to be established and maintained by the Company that will be intended to provide the Executive and other participants with supplemental retirement Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 4 benefits (the “SRP”). The Executive’s participation and benefits under the SRP shall be subject to the terms and conditions of the SRP. 4.4 Participation in Employee Benefit Plans. During the Term, the Executive shall be entitled to participate in all of the applicable employee benefit plans and perquisite programs of the Company generally made available to other senior executives of Amalgamated Financial Corp., on the same terms as such other senior executives (except as set forth in Section 4.2). The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Executive’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other active senior executives of the Company. 4.5 Expense Reimbursement. During the Term, the Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by her in connection with her duties under this Agreement, in accordance with the policies of the Company as in effect from time to time, and subject to the Company’s requirements with respect to reporting and documentation of such expenses. 4.6 Perquisites. During the Term, the Company shall provide to the Executive perquisites in accordance with Company policy set by the Board from time to time. 4.7 Attorney’s Fees. Subject to the Executive’s execution and delivery of this Agreement, upon presentation of appropriate documentation thereof, the Company shall reimburse the Executive for her reasonable, out-of-pocket, third-party, documented fees and expenses of counsel incurred in connection with the negotiation, review and execution of the term sheet and this Agreement, up to a maximum of $10,605. 5. Termination of Employment. 5.1 Termination upon the Term Date by Executive’s Non Renewal, By the Company for Cause, by the Executive without Good Reason, or Due to the Executive’s Death or Disability. If the Executive’s employment terminates upon the Term Date, as applicable, due to the Executive’s election of nonrenewal or if during the Term: (i) the Company terminates the Executive’s employment with the Company for Cause upon written notice; (ii) the Executive terminates employment without Good Reason upon ninety (90) days’ written notice (which notice period the Company may shorten in its sole discretion and which shall not be deemed a termination without Cause); (iii) the Company terminates the Executive’s employment with the Company by reason of the Executive’s Disability upon written notice, or (iv) the Executive’s employment terminates upon the Executive’s death, the Executive (or following the Executive’s death, her estate) shall be entitled to receive the following: (a) the Executive’s accrued but unpaid Base Salary through the date of termination and any employee benefits, including accrued but unused vacation pay, that the Executive is entitled to receive pursuant to the employee benefit plans of the Company (other than any severance plans) in accordance with the terms of such employee benefit plans; and Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 5 (b) expenses reimbursable under Section 4.5 above incurred but not yet reimbursed to the Executive to the date of termination (the items under Sections 5.1(a) and 5.1(b) collectively, the “Accrued Benefits”). As used in this Agreement, the following terms shall have the meanings set forth below: (i) “Cause” means, (A) the Executive’s conviction of a felony or any crime involving dishonesty or theft; (B) the Executive’s conduct in connection with her employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (C) the Executive’s willful misconduct; (D) the Executive’s willful contravention of specific lawful directions of the Board related to a material duty or responsibility; (E) the Executive’s material breach of the Executive’s obligations under this Agreement; (F) any acts of dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company; or (G) the Executive’s failure to comply with a material policy of the Company, including, but not limited to, any policies prohibiting harassment or discrimination and any Code of Business Conduct and Ethics, as in effect from time to time; provided, that the Company shall have ninety (90) days from the occurrence of the event that constitutes Cause to provide notice to the Executive that the Company intends to terminate the Executive’s employment for Cause. In the event the Company determines facts exist to justify a Cause termination, the Executive shall be given at least fifteen (15) days’ notice of such determination and a written explanation of the facts used by the Board to justify Cause. The Executive shall then be given ten (10) days to cure same, if there is a reasonably feasible way to cure, to the reasonable determination of the Board prior to any termination. (ii) “Change in Control” means the occurrence of any one or more of the following events: (I) the consummation of a transaction, or a series of related transactions undertaken with a common purpose, in which any individual, entity or group (a “Person”) acquires ownership of stock of the Company that, together with stock held by such Person, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock; or (II) a sale, lease, exchange or other transfer, in one transaction or a series of related transactions undertaken with a common purpose, of the Company’s assets having a total gross fair market value of forty percent (40%) or more of the total gross fair market value of all of the assets of the Company. For this purpose, “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this Agreement, a Change In Control will not include (1) a transaction in which the holders of the outstanding voting securities of the Company immediately prior to the transaction hold at least fifty percent (50%) of the outstanding voting securities of the successor Company immediately after the transaction; (2) any transaction or series of transactions approved by the Board principally for bona fide equity financing purposes in which cash is received by the Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 6 Company or any successor thereto or indebtedness of the Company is cancelled or converted or a combination thereof; (3) a sale, lease, exchange or other transfer of all or substantially all of the Company’s assets to a majority-owned Subsidiary; or (4) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including, but not limited to, reincorporating the Company in a different jurisdiction. Notwithstanding the foregoing, a “Change in Control” will only be deemed to occur if the Change in Control constitutes a “Change in Control Event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”). (iii) “Disability” means that, as a result of a permanent physical or mental injury or illness, the Executive has been unable to perform the essential functions of her job with or without reasonable accommodation for (a) sixty (60) consecutive days or (b) a period of one-hundred fifty (150) days in any twelve (12) month period. The Company shall make its determination in a reasonable manner and shall take into consideration the opinion of the Executive’s personal physician, if reasonably available, and any other physician deemed appropriate by the Company, but such determination by the Company shall be final and binding on the parties hereto. This provision shall be interpreted and applied in a manner consistent with all applicable laws, including laws regarding workers’ compensation, disability, and family and medical leave laws. (iv) “Good Reason” means, without the Executive’s written consent: (A) a reduction in the Executive’s Base Salary; (B) subject to Section 5.3 of this Agreement, a substantial diminution in the Executive’s title, duties or responsibilities; (C) the Company’s breach of any material covenant or obligation under this Agreement; or (D) relocation of the Executive’s principal work location to a location outside of New York county; provided that the Company shall have thirty (30) days after receipt of notice from the Executive in writing specifying the deficiency to cure the deficiency, to the extent curable, that would result in Good Reason; provided, further, that the Executive delivered such written notice within ninety (90) days after the first occurrence of the action alleged to be Good Reason; and provided, further, that, if the Company has not cured the deficiency before expiration of such thirty (30) day period, the Executive shall have resigned within ninety (90) days thereafter. 5.2 By the Company Without Cause, by the Company’s Nonrenewal of the Term, or by the Executive with Good Reason. If at any time during the Term, the Company terminates the Executive’s employment without Cause (and not due to the Executive’s death or Disability), the Executive’s employment terminates on the Term Date due to the Company’s non-renewal of the then-current Term, or the Executive terminates her employment upon notice (except as described in the definition of Good Reason) with Good Reason, other than following the occurrence of an event that could reasonably be expected to result in a termination of her employment by the Company for Cause, the Executive shall be entitled to receive: (a) the Accrued Benefits; and Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 7 (b) beginning on the 60th day after such termination of employment, but only if the Executive has executed and not revoked within the revocation period a valid release agreement in a form reasonably acceptable to the Company (but which shall not release any right to indemnification nor impose any further restrictive covenants), a severance payment in an amount equal to the sum of (i) twelve (12) months of the Executive’s Base Salary in effect on the date of such termination, (ii) an amount equal to the Annual Target Bonus in effect for the fiscal year in which the date of such termination occurs, and (iii) an amount equal to the Annual Target Bonus in effect for the fiscal year in which the Executive’s employment terminates, pro rated based on the portion of such fiscal year prior to her termination date during which the Executive was employed, which sum shall be payable in equal monthly installments for a period of twelve (12) months; provided that, if (A) such termination occurs within twelve (12) months following a Change in Control or (B) the Company terminates the Executive’s employment without Cause (and not due to the Executive’s death or Disability) within ninety (90) days’ prior to a Change in Control and the Executive reasonably demonstrates that such termination was at the request of the eventual acquirer in connection with such Change in Control, such severance payment shall be in an amount equal to the sum of (i) (x) twenty-one (21) months of the Executive’s Base Salary in effect on the date of such termination, and (ii) an amount equal to one hundred seventy-five percent (175%) of the Annual Target Bonus in effect for the fiscal year in which the date of such termination occurs, payable in equal monthly installments for a period of twenty-one (21) months. If not yet paid, the Executive will also receive in full any prior year’s Annual Bonus not yet paid as of the termination date, payable on the normal payment date provided under the plan and paid entirely in cash. Payments that would otherwise have been owed to the Executive prior to the 60th day after termination of employment shall be made to the Executive on the 60th day after such termination of employment. (c) In addition, if the Executive satisfies the release condition set forth in the preceding paragraph, then from the date of her termination of employment until 12 months following the end of the month in which such termination occurs, on the first regularly scheduled payroll date of each month, the Company shall pay the premiums for any “COBRA” continuation health coverage for which the Executive is eligible during such 12-month period under Section 4980B of the Code (or any successor provision) or equivalent coverage; provided, however, COBRA payments that would otherwise have been paid on behalf of the Executive prior to the 60th day after termination of employment shall be paid by the Executive and reimbursed by the Company to the Executive on the 60th day after such termination of employment, provided, further, that the payments pursuant to this Section 5.2(c) shall cease earlier than the expiration of the 12-month period in the event that the Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the such period. Amounts paid by the Company on behalf of the Executive pursuant to this Section 5.2(c) shall be imputed to the Executive as additional taxable income to the extent required to avoid adverse consequences to the Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 8 as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits to the Executive. 5.3 Duties prior to Termination. Following a notice of termination of the Executive’s employment hereunder from either Party and prior to the applicable date of termination, the Company may (a) require the Executive to continue to perform the Executive’s duties hereunder on the Company’s behalf, (b) limit or impose reasonable restrictions on the Executive’s activities as it deems necessary, or (c) modify the Executive’s authorities, responsibilities and/or duties (including as provided in Section 3.2 of this Agreement) without such action constituting a violation of this Agreement or Good Reason. 5.4 Continued Employment Beyond the Expiration of the Term. Unless the Parties otherwise agree in writing and except for those Accrued Benefits or severance obligations owed under Section 5.1 or 5.2 above in connection with any termination due to nonrenewal, continuation of the Executive’s employment with the Company beyond the expiration of the Term shall only occur if mutually agreed to by the Parties in writing, in which event her employment shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and the Executive’s employment may thereafter be terminated at-will by either the Executive or the Company; provided that any provisions of this Agreement that contemplate performance following the expiration of the Term shall survive not only any termination of this Agreement but also the termination of the Executive’s employment hereunder, including, without limitation, Sections 6, 7 and 7.12 of this Agreement. 5.5 Removal from any Boards and Position. If the Executive’s employment terminates for any reason, the Executive shall be deemed to resign (a) if a member, from the Board or boards of directors to which she has been appointed or nominated by or on behalf of the Company and (b) from any position with the Company and its subsidiaries and affiliates or any fiduciary positions that she holds as a result thereof. 6. Restrictions and Obligations of the Executive. 6.1 Confidentiality. (a) During the course of the Executive’s employment by the Company, the Executive will have access to certain trade secrets and confidential information relating to the Company, its subsidiaries and affiliates (the “Protected Parties”) which is not readily available from sources outside the Company. The confidential and proprietary information and, in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 9 Executive acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Executive shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). During the period the Executive is employed by the Company and at any time thereafter, the Executive shall not disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor shall the Executive use it in any way, except (i) in the course of the Executive’s employment with, and for the benefit of, the Protected Parties, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party with any Protected Party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of any of the Protected Parties or by any administrative or legislative body (including a committee thereof) with jurisdiction to order her to divulge, disclose or make accessible such information, provided that, to the extent permitted by law, the Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by any Protected Party (coordinated in all events through the Company) to obtain a protective order or similar treatment, (iv) as to such Confidential Information that becomes generally known to the public without her violation of this Section 6.1(a) or (v) to the Executive’s spouse, attorney, and/or her personal tax and financial advisors as reasonably necessary or appropriate to advance the Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person other than the exceptions set forth in (i)-(iv) above shall be deemed to be a breach of this Section 6.1(a) by the Executive. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information. For the sake of clarity, the Executive may retain documentation concerning her employment terms and compensation without violation of any section herein. (b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section 6.4 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques of any of the Protected Parties, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Protected Parties. (c) It is understood that while employed by the Company, the Executive shall promptly disclose to it, and assign to it the Executive’s interest in any invention, improvement or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment. At the Company’s request and expense, the Executive shall assist any Protected Party during the period of the Executive’s employment by the Company and thereafter (but subject to reasonable notice and taking into account the Executive’s schedule) in connection with any controversy or legal Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 10 proceeding relating to such invention, improvement or discovery and in obtaining domestic and foreign patent or other protection covering the same. (d) The Executive understands that nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “Government Agency”). The Executive further understands that this Agreement does not interfere with the Executive’s rights under applicable law and does not limit the Executive’s ability, without notice to the Company, to (i) speak with the Executive’s attorneys, (ii) communicate with any Government Agencies, including to report possible violations of law or regulation or making other disclosures that are protected under the whistleblower provisions of law or regulation, or (iii) otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information. (e) This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agency. The Executive will not be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 6.2 Cooperation. During the period the Executive is employed by the Company and thereafter, the Executive shall cooperate with any investigation or inquiry by the Company or any governmental or regulatory agency or body that relates to the operations of a Protected Party during the period of the Executive’s employment by the Company; provided that any such cooperation shall take into account the Executive’s then current business and other obligations. The Executive shall be reimbursed all out of pocket reasonable costs incurred by way of any such cooperation. 6.3 Non-Solicitation or Hire. During the period the Executive is employed by the Company and for a period following the termination of the Executive’s employment for any reason equal to the longer of either (a) one (1) year following the Executive’s termination of employment and (b) the applicable period during which the severance payments are scheduled to be paid pursuant to Section 5.2(b) (such longer period, the “Restricted Period”), the Executive shall not (i) directly or indirectly solicit, attempt to solicit or induce (x) any party who is a customer of a Protected Party, who was a customer of a Protected Party at any time during the twelve (12) month period immediately prior to the date the Executive’s employment terminates or who was a prospective customer that has been identified and targeted by a Protected Party immediately prior to the date the Executive’s employment terminates, for the purpose of marketing, selling or providing to any such party any services or products offered by or available from a Protected Party on the date the Executive’s employment terminates, or (y) any supplier or prospective supplier to a Protected Party as of the date the Executive’s employment terminates to terminate, reduce or alter negatively its relationship with the Protected Party or in any manner interfere with any agreement or contract between the Protected Party and such supplier or (ii) directly or indirectly solicit or induce any current employee of a Protected Party or any person who was an employee Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 11 of a Protected Party during the twelve (12) month period immediately prior to the date the Executive’s employment terminates to terminate such employee’s employment relationship with a Protected Party in order, in either case, to enter into a similar relationship with the Executive, or any other person or any entity. 6.4 Non-Competition. During the Restricted Period, the Executive shall not, without the Company’s prior written consent, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of a Protected Party, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit her name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise or otherwise engage in (x) the business of providing financial products or services to Taft-Hartley employee benefit plans, labor unions, employee benefit plans associated with labor unions in any manner, not-for-profit entities, or other entities associated or affiliated with labor unions or not-for-profit entities, or (y) any other line of business the Company markets to entities or individuals or which the Company is planning (to the Executive’s knowledge as of the date of termination) to market to entities or individuals and with which the Executive has had material involvement (collectively, the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from (a) owning for passive investment purposes not intended to circumvent this Agreement, less than three percent (3%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership) or (b) being employed by or otherwise associated with (including as a director) an organization or entity of which a subsidiary, division, segment, unit, etc. is engaged in the Business (a “Competing Division”), including in a position to which employees of the Competing Division report, directly or indirectly, provided that the Executive has no direct responsibilities with such Competing Division other than having general responsibility for the operation of such Competing Division. For the avoidance of doubt, the Executive may be an officer of a bank or investment advisor or a union or related organization that engages in the Business, provided that the Executive is not directly employed in, or working in, the Competing Division. 6.5 Property. The Executive acknowledges that all originals and copies of materials, records and documents generated by her or coming into her possession during her employment by the Company (prior to or during the Term) are the sole property of the Company or its subsidiaries or affiliates (“Company Property”). During the period the Executive is employed by the Company, and at all times thereafter, the Executive shall not remove, or cause to be removed, from the premises of the Company or any of its subsidiaries or affiliates, copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company, except in furtherance of her duties under this Agreement. When the Executive’s employment with the Company terminates, or upon request of the Company at any time, the Executive shall promptly deliver to the Company all copies of Company Property in her possession or control. Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 12 6.6 Nondisparagement. The Executive agrees that she shall not, during the period the Executive is employed by the Company and at any time thereafter, publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Company and its directors, officers, shareholders, employees, agents, attorneys, successors and assigns and the Company agrees that during the period the Executive is employed by the Company and at any time thereafter, it shall not, and it shall use its reasonable efforts to cause its directors and officers not to, publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive; provided, however, that nothing contained in this Section 6.6 shall preclude either Party from providing truthful testimony in connection with a valid subpoena, court order, regulatory request, other legal proceeding, or as may be required by law. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality of the individual or entity being disparaged. 6.7 Reasonableness of Covenants. The Parties agree that the duration and area for which the covenants set forth in this Section 6 apply are reasonable. In the event that any arbitrator or court of competent jurisdiction determines that the time period or the area or both are unreasonable and any such covenant is to that extent unenforceable, the Company and the Executive agree that such covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable and that each covenant set forth in this Section 6 shall remain enforceable notwithstanding a determination by a court of competent jurisdiction that another covenant is unenforceable. 6.8 Remedies; Specific Performance. The Parties acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Section 6 or the Company’s breach or threatened breach of the restrictions set forth in Section 6.6 shall result in irreparable and continuing damage to the Protected Parties or the Executive for which there may be no adequate remedy at law and that the Protected Parties or the Executive shall be entitled to seek equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach, without requiring the posting of a bond. The Parties hereby consent to the grant of an injunction (temporary or otherwise) against the other Party or the entry of any other court order against the other party prohibiting and enjoining her or it from violating, or directing her or it to comply with any provision of Section 6. The Parties also agree that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties or the Executive for such breaches or threatened or attempted breaches. 7. Other Provisions. 7.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, or sent by facsimile transmission or, if mailed, four (4) business days after the date of mailing or one (1) business day after overnight mail, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee as follows: (a) If the Company, to: Amalgamated Bank Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 13 275 Seventh Avenue New York, New York 10001 Attention: Chairman of the Board Telephone: (212) 255-6200 Fax: (212) 895-4428 With a copy to: Amalgamated Financial Corp. 275 Seventh Avenue New York, New York 10001 Attention: General Counsel Telephone: (212) 895 4431 (b) If the Executive, to the Executive’s home address reflected in the Company’s records with a copy (which shall not constitute notice) to Evan Belosa, Esq. McDermott Will & Emery, 340 Madison Avenue, New York, New York 10017. 7.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and, supersedes all prior agreements, written or oral, with respect thereto, including the Prior Agreement. For the avoidance of doubt, this Agreement shall not affect or otherwise modify the terms of any outstanding awards granted to the Executive under the Equity Plans prior to the date hereof. 7.3 Representations and Warranties. The Executive represents and warrants that she is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which could preclude, inhibit, impair or limit the Executive’s ability to perform her obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Company represents and warrants that (a) it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations contemplated hereunder, (b) it has taken all corporate action necessary to authorize the execution and performance of this Agreement, (c) it has obtained all required regulatory or other consents as may be necessary or appropriate to permit it to enter into this Agreement and (d) this Agreement has been duly executed and delivered by it and, assuming due authorization, execution, and delivery of this Agreement by the Executive, is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 7.4 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 14 7.5 Governing Law, Dispute Resolution and Venue. (a) This Agreement shall be governed and construed in accordance with the laws of New York applicable to agreements made and to be performed entirely within such state, without regard to conflicts of laws principles, unless superseded by federal law. (b) Any controversy or claim arising out of or relating to this Agreement or the breach hereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of JAMS in New York, New York in accordance with the JAMS Employment Arbitration Rules & Procedures, including, but not limited to, the rules and procedures applicable to the selection of arbitrators, except that the arbitrator shall apply the law as established by decisions of the U.S. Supreme Court, the Court of Appeals for the Second Circuit and the U.S. District Court for the Southern District of New York in deciding the merits of claims and defenses under federal law (including without limitation any federal antidiscrimination law). The Company and the Executive specifically agree that the arbitrator may award injunctive relief. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties covenant that they shall participate in the arbitration in good faith. Each party to any arbitration proceeding shall bear its or her own costs and expenses in connection therewith, except as permitted by law or otherwise ordered by the arbitrator in such proceeding. Notwithstanding the foregoing, this Section 7.5 shall not preclude any party hereto from pursuing a court action pursuant to Section 6 or otherwise for the sole purpose of obtaining a temporary restraining order or a preliminary injunction. 7.6 Assignability by the Company and the Executive. This Agreement, and the rights and obligations hereunder, may not be assigned by the Company or the Executive without written consent signed by the other party; provided that the Company may assign this Agreement to any successor that continues the business of the Company, including any person or entity that acquires all or substantially all of the assets of the Company. 7.7 Counterparts. This Agreement may be executed in several counterparts (including counterparts by email, facsimile, portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including DocuSign)), each of which shall be deemed an original and all of which shall together constitute one and the same instrument. 7.8 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. 7.9 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 15 to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Executive acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects. 7.10 Judicial Modification. If any court determines that any of the covenants in Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, the parties shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable. 7.11 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. 7.12 Indemnification and Insurance. The Executive shall be indemnified in accordance with the Company’s certificate of incorporation, by-laws, and policies and to the fullest extent permitted by, and in accordance with, applicable state law. The Company agrees that it shall promptly move to ensure that the Executive is insured under the Company’s Directors’ and Officers’ liability insurance policy (including Side A coverage). To the maximum extent permitted by applicable law, the Company shall indemnify the Executive on a current basis, and to the extent the Company acquires insurance to cover all or part of the Company’s indemnification obligations, the Company shall ensure that amounts paid in respect of such insurance are paid on a current basis. 7.13 Section 409A. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and shall be interpreted and administered in compliance therewith. Any term used in this Agreement which is defined in Section 409A of the Code shall have the meaning set forth therein unless otherwise specifically defined herein. For purposes of determining the timing of payment of any “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) under this Agreement that arises in connection with the Executive’s “termination of employment,” “termination” or other similar references, references to termination of employment or similar references shall mean a “separation from service” within the meaning of Treas. Reg. §1.409A-l(h). Notwithstanding any other provision of this Agreement, if at the time of such “separation from service”, the Executive is a “specified employee” within the meaning of Section 409A of the Code, the payment (or commencement of a series of payments) under this Agreement or otherwise of any “nonqualified deferred compensation” shall be delayed until the date which is six (6) months after the termination of the Executive’s employment for any reason or, if earlier, the date of the Executive’s death. Each amount to be paid or benefit to be provided to the Executive under this Agreement or otherwise that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code shall be construed as a separate identified payment for purposes of Section 409A of the Code. If any expense reimbursement payable to the Executive under this Agreement is determined to be “nonqualified deferred Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 16 compensation” within the meaning of Section 409A of the Code, including, without limitation any reimbursement under Section 4.5, then the reimbursement shall be made to the Executive as soon as practicable after submission for the reimbursement, but no later than December 31 of the year following the year during which such expense was incurred. Any offset, recoupment or clawback provided by Section 7.14 or 7.15, or otherwise permitted in this Agreement, shall be applied to the maximum extent possible to comply with Section 409A of the Code. In addition, if the Parties become aware that any provision of this Agreement could reasonably be expected to subject the Executive to any additional tax or interest under Section 409A of the Code, then the Company and the Executive agree to act in good faith to reform such provision; provided that any such reform shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the Executive to such additional tax or interest, and (y) not incur any additional compensation expense as a result of such reformation. Notwithstanding the foregoing, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Executive’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. 7.14 Golden Parachute Provisions. (a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit to the Executive under this Agreement or otherwise would be a “golden parachute payment” or “indemnification payment” within the meaning of Section 18(k) of the Federal Deposit Insurance Act, such payment or benefit shall not be made unless permitted under applicable law. The Company shall use best efforts promptly to apply to the appropriate federal banking agency for a determination that any golden parachute payment is permissible. (b) In the event that the benefits provided for in the Agreement, when aggregated with any other payments or benefits received by the Executive (the “Aggregate Benefits”), would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s Aggregate Benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent as would result in no portion of such Aggregate Benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis of the greatest amount of Aggregate Benefits, notwithstanding that all or some portion of such Aggregate Benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this paragraph will be made in writing by an independent certified public accounting firm mutually agreeable to the Company and the Executive (the “Accounting Firm”) whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this paragraph. To the extent any reduction in Aggregate Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 17 Benefits is required by this paragraph, Aggregate Benefits shall be reduced or eliminated in reverse order of time of payment (that is, Aggregate Benefits payable later shall be reduced or eliminated before any reduction or elimination of Aggregate Benefits payable sooner), Aggregate Benefits payable at the same time shall be reduced or eliminated in accordance with the Executive’s instructions provided the Company has no reasonable objection thereto, and all reductions or eliminations shall be based on the value of the Aggregate Benefits established for purposes of the determination required under this paragraph. All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) The provisions of this Agreement are subject to and shall be interpreted to be consistent with Applicable Law, which terms control over the terms of this Agreement in the event of a conflict between Applicable Law and this Agreement. Notwithstanding anything herein to the contrary, no payment or benefit shall be paid or provided to the Executive or be vested or accrued if any such payment or benefit, vesting or accrual would violate Applicable Law and, to the extent any such payment or benefit that has been paid, provided, vested or accrued is determined to be in violation of Applicable Law, any such payment or benefit shall be subject to recoupment or cancellation. In the event of any such violation, the Executive and the Company shall cooperate in good faith to endeavor to meet the requirements of Applicable Law in a manner that preserves to the greatest extent possible the intent and purposes of this Amendment. “Applicable Law” means the laws, statutes, rules, regulations, treaties, directives, guidelines, ordinances, codes, administrative or judicial precedents or authorities and orders of any Governmental Authority, as well as the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, decisions, judgments, directed duties, requests, licenses, authorizations, decrees and permits of, and agreements with any Governmental Authority, to which the Company or the Executive are a party or by which the Company or the Executive are bound, in each case whether or not having the force of law, and all orders, decisions, judgments, and decrees of all courts or arbitrators in proceedings or actions to which the Company or the Executive are a party or by which the Company or the Executive are bound. “Governmental Authority” means the United States of America, any state or territory thereof and any federal, state, provincial, city, town, municipality, county or local authority, including without limitation, the Federal Deposit Insurance Corporation, the New York State Department of Financial Services, and any board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 7.15 Claw-Back and Forfeiture. This Agreement and any Annual Bonus, Equity Plan or other incentive or performance-based compensation paid or payable to the Executive pursuant to this Agreement or under any other plan or arrangement adopted by the Company (collectively, “Incentive Compensation”) shall be subject in all respects to any compensation claw-back or forfeiture policy implemented by the Company from time to time and applicable to all officers of the Company on the same terms and conditions, including without limitation, any such policy adopted to comply with the requirements of applicable law or the rules and regulations of any stock exchange applicable to the Company, and any revisions or amendments to any of the foregoing policies adopted by the Company from time to time and applicable to all officers of the Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 18 Company on the same terms and conditions (collectively, the “Claw-Back Policy”). The Executive acknowledges and agrees that, if the Company is permitted to and does affirmatively effect a claw- back or forfeiture of Incentive Compensation pursuant to the Claw-Back Policy, the Company shall be entitled to recover or retain any Incentive Compensation paid or payable to the Executive in accordance with the terms and conditions of the Claw-Back Policy. Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10


 
DOC ID - 45991181.14 19 IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned. EXECUTIVE: Name: Priscilla Sims Brown THE COMPANY: AMALGAMATED FINANCIAL CORP. Name: Lynne P. Fox Title: Chair of the Board Docusign Envelope ID: 94773D81-C9F4-4F26-AFF8-912B5A758A10