🧾 What This Document Is

This is an SEC 8-K filing, which companies use to announce major events to investors. This specific filing contains the new employment agreements for two top executives of Ballston Spa Bancorp, Inc. (BSPA). It's all about locking in key leadership as the company prepares for a major merger.

👉 In simple terms: BSPA is finalizing its management team ahead of its merger with another bank, NBC Bancorp, Inc. These contracts spell out their pay, job duties, and what happens if they are fired, especially after the merger closes.

🏢 The Company & The Deal

Ballston Spa Bancorp, Inc. (BSPA) is a bank holding company, and its subsidiary is Ballston Spa National Bank. They are in the process of merging with NBC Bancorp, Inc. (and its subsidiary, National Bank of Coxsackie). This merger, announced in September 2025, is the driving force behind these new employment contracts.

The two executives getting new contracts are:

• Christopher R. Dowd: The current President & CEO of BSPA.
• John A. Balli: The current President & CEO of NBC Bancorp (the bank being acquired). He will join BSPA after the merger.

💰 The Two Executives' Deals

The filing outlines two separate agreements, each tailored to the executive's role.

1. Christopher R. Dowd (Current BSPA CEO)

• Role: Continues as President and Chief Executive Officer of BSPA and the bank.
• Term: 3 years, starting April 1, 2026. It automatically renews each year unless the board gives notice.
• Base Salary: $419,265 per year. It can only go up, not down.
• Perks: $500/month car allowance, $15,000/year for life insurance premiums, company cell phone, and participation in all benefit plans.
• Severance (If Fired Without Cause):
  • Gets 2x his salary + his highest recent bonus in a lump sum.
  • Company pays for his health/life insurance for 2 years (or until he gets a new job).
• Change in Control (Merger) Protection: If BSPA is sold (Change in Control) and he is fired without cause or quits for "good reason" within 24 months, he gets a massive 3x his annual compensation (salary + bonus) as a lump sum. The company will also pay any extra taxes ("excise taxes") this triggers.

2. John A. Balli (Incoming President from NBC)

• Role: President of BSPA and Senior Executive Leader of the Bank. He will report to the CEO (Dowd).
• Term: 3 years from the merger's effective date. Similar annual renewal.
• Base Salary: $350,000 per year. Also can only increase.
• Why He's Getting This Deal: To induce him to accept employment with BSPA after his own bank is acquired. The agreement is a key part of making the merger work smoothly by keeping experienced leadership.

🤝 Why This Matters for the Merger

These agreements are critical for the integration of the two banks.

• Retention: They ensure the top leader of the acquired bank (Balli) stays on, bringing valuable knowledge and stability.
• Clear Hierarchy: It establishes the post-merger structure: Dowd remains CEO, and Balli becomes President under him.
• Golden Parachutes: The generous severance and "change in control" payments are standard to protect executives if they lose their jobs due to the merger, aligning their interests with getting the deal done.

⚖️ Key Restrictions & Protections

The agreements contain serious post-employment restrictions to protect the bank.

• Non-Compete & Non-Solicitation: After leaving, the executives cannot compete or solicit the bank's customers in a 6-county area in New York for 1-3 years (depending on the activity). They also cannot hire away other bank employees.
• Confidentiality: They must keep all the bank's trade secrets and business information private forever.
• Indemnification: The company will legally defend and cover costs for the executives if they are sued for actions taken in their job (with some exceptions for fraud or misconduct).
• Legal Fee Reimbursement: If there's a dispute over the contract after a merger, the company will pay up to $500,000 for the executive's legal fees to enforce it.

🔮 What's Next

1. Merger Completion: The primary next step is the closing of the merger with NBC Bancorp. These agreements become fully effective then.
2. Integration: Balli will join the leadership team, and the two companies will begin operating as one.
3. Performance Reviews: Both executives will undergo annual performance reviews by the board, which will determine bonus payouts and whether their employment terms are extended.

🧠 The Analogy

Think of this like a professional sports team making a blockbuster trade. BSPA (the team) is trading for star player John Balli (the CEO of the other bank). To make the deal work:

• They sign Balli to a new contract (the Employment Agreement) to ensure he stays and plays for them.
• They also re-sign their current star, Christopher Dowd (the CEO), to a new, secure contract so he remains the team captain and guides the transition.
• The big "contract extensions" with "player option" severances are like no-trade clauses and guaranteed money that protect the players if the team is sold or they are cut right after the deal.

📇 Key Contacts & People

• Christopher R. Dowd: Executive, President & CEO
• John A. Balli: Executive
• Richard Sleasman: Board Chair (signed for both BSPA and the Bank)

🧩 Final Takeaway

This filing is the post-merger playbook for top leadership. It secures the current CEO's position and successfully integrates the acquired bank's CEO by offering them both significant pay, protections, and a clear role in the new, combined organization.