Exhibit 10.3
TRANSITION AGREEMENT WITH GENERAL RELEASE OF CLAIMS
This Transition Agreement with General Release of Claims (this “Agreement”) is being entered into by and between Hanover Community Bank, a New York state chartered commercial bank with its principal place of business located at 2131 Jericho Turnpike, Garden City, N.Y. 11040 (the “Bank”) and McClelland W. Wilcox, an individual residing at 77 7th Avenue, 12M, New York, N.Y. (“Executive”). The Bank and Executive may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, Executive is currently serving as President of the Bank under the terms and conditions of his Second Amended and Restated Employment Agreement by and between Executive and the Bank executed on April 27, 2023, and originally effective as of August 27, 2020 (“Employment Agreement”);
WHEREAS, Executive’s employment with the Bank will terminate as part of a management restructuring initiative, effective on March 31, 2026, unless (i) the Executive resigns his employment for any reason or dies prior to March 31, 2026, or (ii) the Bank terminates Executive’s employment due to Executive’s Disability (as defined in Section 6(d) of the Employment Agreement) or for Cause (as defined in Section 6(a) of the Employment Agreement) prior to March 31, 2026 (“Separation Date”);
WHEREAS, Executive will cease to be an officer of Hanover Bancorp, Inc. (“Company”) as of Executive’s Separation Date;
WHEREAS, Executive is entitled to the severance benefits provided under his Employment Agreement, subject to the execution and non-revocation of this Agreement and “Supplemental Release” (as defined in Section 12); and
WHEREAS, the purpose of this Agreement is, in part, to memorialize the agreement between the Parties and to resolve any and all claims, disputes and other matters that may exist between them, if any, whether they have been raised or not.
NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
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| ● | $1,150,000.00 (two times Executive’s current base salary ($575,000)); |
| ● | $ 440,408.00 (two times the highest cash bonus paid over past three years (STI) ($220,204); and |
| ● | $ 549,985.60 (two times full grant date fair value of any equity award granted over the past three years (LTIP) $274,992.80 (RSU/PSU) |
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The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, the Bank and the Company, and all the Bank and Company representatives, officers, directors, employees and affiliates, and each and every successor, assign and agent (the “Releases”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of the Company or the Bank or any subsidiary or affiliate of the Company or the Bank through the Effective Date of this Agreement or arising from or related to Executive’s service with the Company or the Bank, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with the Company or the Bank or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by the Company or the Bank; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the Effective Date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, state or federal, from the beginning of time to the Effective Date of this Agreement. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the Effective Date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive.
Without in any way limiting the foregoing general release, this release also includes all claims for compensatory damages, punitive damages, attorney’s fees, salary and any payments described in the Employment Agreement.
Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, Executive agrees not to permit, authorize, initiate, join or continue any lawsuit, administrative charges or complaints, arbitrations or proceedings (collectively, “Proceedings”) against any of the Releasees based in whole or in part on any Claim covered by this release.
Notwithstanding the generality of the foregoing Release, nothing herein constitutes a release or waiver by Executive of, or prevents Executive from making or asserting: (i) any claim or right Executive may have under COBRA; (ii) any claim or right Executive may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any
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claim to vested benefits under the written terms of a qualified defined benefit or defined contribution pension plan, non-qualified deferred compensation plan or equity incentive plan in which Executive participated in as of his Separation Date; (iv) any claim for indemnity under the Company’s certificate of incorporation and bylaws or to coverage under any directors’ and officers’ insurance policies; (v) any medical claim incurred during Executive’s employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any claim or right that may arise after the Effective Date of this Agreement; or (vii) any claim or right that is not otherwise able to be waived under applicable law.
In addition, nothing herein shall prevent Executive from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state fair employment practices agency or interfere with Executive’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that Executive hereby waives any right to recover monetary damages or any other form of personal relief from the Releasees to the extent any such charge, complaint, investigation or proceeding asserts a claim subject to the release in this Agreement.
Executive represents and warrants that to the extent it is determined that any aspect or portion of this Agreement, including any aspect or portion of the release in this Agreement, requires the approval of any court, agency or other body to be effective, that he will cooperate fully with the Bank to secure that approval, and if requested will join in and support any such request for approval.
Executive acknowledges that a breach or threatened breach of the terms of this confidentiality provision by Executive would result in material and irreparable injury to the Company and the Bank, and that it would be difficult or impossible to establish the full monetary value of such damage. Therefore, in addition to any other legal or equitable relief a court may award, the Company and the Bank shall be entitled to injunctive relief in the event of Executive breaches or threatens to breach any of the terms contained in this provision concerning Confidential Information.
Notwithstanding the foregoing, notice is hereby provided that, in accordance with the Defend Trade Secrets Act of 2016, Executive is immune from liability and shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (as that term is defined in the Defend Trade Secrets Act of 2016) that is made in confidence to a federal, state, or local government official,
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either directly or indirectly, or to an attorney if such disclosure (a) is made solely for the purpose of reporting or investigating a suspected violation of law or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b)Executive agrees for one year following his Separation Date (the “Non-Solicit Period”), he shall not directly or indirectly (i) recruit, solicit or otherwise induce or attempt to induce any employees of the Company or any of its subsidiaries (including the Bank) to leave their employment or (ii) call upon, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any client, customer licensee, vendor, collaborator or corporate partner (including brokers) of the Company or any of its subsidiaries that had a business relationship with the Company or any of its subsidiaries at the time of termination of the Executive’s employment with the Company or any of its subsidiaries or six months prior thereto. The Executive acknowledges that, in the event of any such breach by the Executive of the non-solicitation provisions above, the Company and/or its subsidiaries would be harmed irreparably and immediately and could not be made whole by monetary damages. Accordingly, the Company and/or its subsidiaries, in addition to any other remedy to which any of them may be entitled, shall be entitled to an injunction or injunctions to prevent breaches of such provisions and to compel specific performance of the provisions hereof. If any provision of this Agreement is found to be unenforceable, then it is the intention of the Parties that the remainder of this Agreement shall be unaffected and the provision found to be unenforceable shall be deemed modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Non-Solicit
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Period be deemed to be the longest period permissible by law, but not in excess of the length provided above).
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IN WITNESS HEREOF, THE PARTIES HAVE AGREED AND AFFIXED THEIR SIGNATURES BELOW:
HANOVER COMMUNITY BANK
By: /s/ Michael P. PuorroDate:3/10/2026
Michael P. Puorro
Chairman & CEO
EXECUTIVE
/s/ McClelland W. WilcoxDate:3/6/2026
McClelland W. Wilcox
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Schedule I
The Bank shall continue to provide the Executive with the health insurance coverage he had as of his Separation Date, under the terms and conditions as of his Separation Date (25%/75%). The Executive will be required to pay 25% of the health insurance premiums as a reimbursement to the Bank on the first day of each month following the Separation Date. The Bank’s Human Resources Department will notify the Executive as to the amounts due and owing to the Bank for each month. These amounts may vary due to increases in premiums. The Bank may elect to provide continued insurance coverage through COBRA.
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Exhibit A
SUPPLEMENTAL RELEASE AGREEMENT
March 31, 2026
Mr. Wilcox
Re:Supplemental Release Agreement
Dear Mac:
This is the Supplemental Release Agreement (“Supplemental Release”) that you have agreed to provide to Hanover Community Bank (the “Bank”) and its affiliates, including Hanover Bancorp, Inc. (the “Company”).
For and in consideration of the payments described in Section 2 of the Transition Agreement and General Release (“Agreement”) between you and the Bank that was entered into in
March 10, 2026 (which is hereby incorporated by reference), you on your own behalf and on the behalf of your agents, heirs, executors, administrators, representatives, attorneys, successors and assigns, hereby releases and forever discharges the Company and its current, past and future parents, subsidiaries, divisions and affiliates, and each of their directors, officers, employees, shareholders, principals, agents, independent contractors, benefit plans, insurers, and re-insurers, and each of their heirs, successors and assigns (the “Releasees”), of and from any and all claims, promises, damages, and actions of any nature, whether in tort, contract, by statute, or on any other basis, whether in law or in equity, whether known or unknown, (collectively, “Claims”), which you may have against them arising prior to the Effective Date of the Supplemental Release.
Without in any way limiting the foregoing general release, you hereby generally and completely waive, release and forever discharge, the Bank and the Company, and all the Bank and Company representatives, officers, directors, employees and affiliates, and each and every successor, assign and agent (the “Releases”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of the Company or the Bank or any subsidiary or affiliate of the Company or the Bank through the Effective Date of this Agreement or arising from or related to Executive’s service with the Company or the Bank, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with the Company or the Bank or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by the Company or the Bank; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the Effective Date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as
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amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, state or federal, from the beginning of time to the Effective Date of this Agreement. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the Effective Date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive.
Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, you agrees not to permit, authorize, initiate, join or continue any lawsuit, administrative charges or complaints, arbitrations or proceedings (collectively, “Proceedings”) against any of the Releasees based in whole or in part on any Claim covered by this release.
Notwithstanding the generality of the foregoing Release, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to vested benefits under the written terms of a qualified defined benefit or defined contribution pension plan, non-qualified deferred compensation plan or equity incentive plan in which you participated in as of March 31, 2026 (your “Separation Date”); (iv) any claim for indemnity under the Company’s certificate of incorporation and bylaws or to coverage under any directors’ and officers’ insurance policies; (v) any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any claim or right that may arise after the Effective Date of this Agreement; or (vii) any claim or right that is not otherwise able to be waived under applicable law.
In addition, nothing herein shall prevent you from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state fair employment practices agency or interfere with your ability to participate in any investigation or proceeding conducted by such agency; provided, however, that you hereby waives any right to recover monetary damages or any other form of personal relief from the Releasees to the extent any such charge, complaint, investigation or proceeding asserts a claim subject to the release in this Supplemental Release.
You represent and warrant that to the extent it is determined that any aspect or portion of this Supplemental Release requires the approval of any court, agency or other body to be effective, that you will cooperate fully with the Bank or the Company to secure that approval, and if requested you will join in and support any such request for approval.
Without in any way limiting the foregoing general release, this release also includes all claims for compensatory damages, punitive damages, attorney’s fees, salary and any payments described in the second Amended and Restated Employment Agreement by and between the Bank and Executive effective April 27, 2023, or other monies due.
Consideration Period. Because the arrangements discussed in this Supplemental Release affect important rights and obligations, we advise you to consult with an attorney before you agree to the terms set forth herein. You have more than twenty-one (21) days from the date you receive this Supplemental Release
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within which to consider it, but you may not sign it before your Separation Date. If you decide to accept the benefits offered herein, you must sign this Supplemental Release on (but not before) your Separation Date and return it promptly to Lisa Kotliar via email at lkotliar@hanoverbank.com. If you do not wish to accept the terms of this Supplemental Release, you do not have to do anything.
Revocation Rights. For a period of up to and including seven (7) days after the date you sign this Supplemental Release, you may revoke it entirely. No rights or obligations contained in this Supplemental Release shall become enforceable before the end of the 7-day revocation period. If you decide to revoke the Supplemental Release, you must deliver to Lisa Kotlier via email at lkotliar@hanoverbank.com a signed notice of revocation on or before the last day of this 7-day period. If you do not revoke this Supplemental Release, it will become effective and irrevocable after the expiration of the seven (7) revocation period (the Effective Date of the Supplemental Release).
Acknowledgments. Your signature below will be an acknowledgment that no other promise or agreement of any kind has been made to you by the Bank to cause you to execute this Supplemental Release, that you had more than twenty-one (21) days to review this Supplemental Release and were advised to consult with an attorney or other person of your choosing about its terms before signing it, that the only consideration for your signature is as indicated above, that you fully understand and accept this Supplemental Release, that you are not coerced into signing it, and that you signed it knowingly and voluntarily because it is satisfactory to you.
I have carefully read the above Supplemental Release, understand the meaning and intent thereof, and voluntarily agree to its terms this 31st day of March, 2026.
/s/ McClelland W. Wilcox
McClelland W. Wilcox (not valid if signed before your Separation Date)
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