Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Change in Control Agreements with Jeffrey M Helf. On January 31, 2020, PCSB
Financial Corporation (the "Company") and PCSB Bank, the wholly-owned subsidiary
of the Company (the "Bank"), entered into separate change in control agreements
with Jeffrey M. Helf, Senior Vice President and Chief Financial Officer of the
Company and the Bank. The change in control agreements have initial terms that
end on December 31, 2020. The initial terms will extend automatically for one
year on January 1 of each year beginning on January 1, 2021, unless either party
notifies the other no later than 90 days prior to the expiration date that the
term will not be renewed. Notwithstanding the foregoing, in the event of a
change in control of the Company or the Bank, the term of each agreement will
automatically extend for 24 months following the date of the change in control.
In the event of Mr. Helf's involuntary termination without cause or voluntary
resignation for good reason occurring on or after a change in control, Mr. Helf
would be entitled to a cash lump sum payment equal to one (1) times the sum of:
(i) his highest rate of base salary paid during the calendar year of, or either
of the two (2) calendar years immediately preceding, the date of termination;
and (ii) the average cash incentive compensation received during the calendar
year of, and each of the two (2) calendar years immediately preceding, the date
of termination. In addition, the Company and the Bank would be obligated to pay
the cost of Mr. Helf's continued medical and dental coverage pursuant to COBRA
for 12 months following his date of termination. Notwithstanding the foregoing,
any payment provided to Mr. Helf under his change in control agreement with the
Bank would be subtracted from any payment due simultaneously to Mr. Helf under
his change in control agreement with the Company.
If the payments to Mr. Helf under his change in control agreements would result
in an excise tax under Sections 280G and 4999 of the Internal Revenue Code, the
payments would be reduced by the minimum amount necessary to avoid such excise
tax.
The foregoing descriptions of the change in control agreements do not purport to
be complete and are qualified in their entirety by reference to the change in
control agreements attached hereto as Exhibits 10.1 and 10.2 of this Current
Report on Form 8-K and are incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Change in Control Agreement between PCSB Financial Corporation and
Jeffrey M. Helf dated January 31, 2020.
10.2 Change in Control Agreement between PCSB Bank and Jeffrey M. Helf dated
January 31, 2020.
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