{"url_path":"/sec/bsbk/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1787414/0001193125-26-250015-index.html","accession_number":"0001193125-26-250015","cik":"0001787414","ticker":"BSBK","issuer_name":"Bogota Financial Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1787414/0001193125-26-250015-index.html","primary_entity_key":"0001787414","primary_entity_name":"Bogota Financial Corp."},"word_count":543,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nAs disclosed above, the Bank and Mr. Giancola have entered into an employment agreement that will become effective as of, and be contingent on, the closing of the Merger. The employment agreement is for a two-year term commencing on the effective date of the Merger and sets forth the terms and conditions of Mr. Giancola’s employment with the Bank following the closing of the Merger.\n\nThe employment agreement provides for a base salary of $250,000 per year, which may be increased, but not decreased, during the term. In addition, Mr. Giancola will be eligible for an annual bonus opportunity of no less than 20% of his base salary. Mr. Giancola will also be entitled to participate in the employee benefit plans that the Bank offers to senior management.\n\nThe Bank may terminate Mr. Giancola’s employment with or without “cause” (as defined in the employment agreement) at any time, and Mr. Giancola may resign with or without “good reason” (as defined in the employment agreement) at any time. If Mr. Giancola’s employment is terminated by the Bank without cause (other than due to death or disability) or if Mr. Giancola voluntary resigns for “good reason” (in either case a “qualifying termination event”), the employment agreement provides that the Bank will pay Mr. Giancola a cash severance payment equal to his base salary for the remaining term of the employment agreement payable in bi-weekly installments. In addition, Mr. Giancola will be entitled to receive 12 consecutive monthly cash payments equal to the cost of the monthly premiums to continue Mr. Giancola’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Such payments are contingent on Mr. Giancola signing and not revoking a general waiver and release of claims acceptable to the Bank.\n\nIf a qualifying termination event occurs on or after a “change in control” (as defined in the employment agreement) of the Bank or the Company, Mr. Giancola will be entitled to a lump sum severance payment, payable within 30 days of the qualifying termination, equal to his (1) annual base salary in effect as of the date of his termination or immediately prior to the change in control, whichever is higher; and (2) the average annual cash bonus earned for the three most recently completed performance periods prior to the change in control. In addition, Mr. Giancola will be entitled to receive 12 consecutive monthly cash payments equal to the cost of the monthly premiums to continue Mr. Giancola’s health insurance coverage under COBRA.\n\nThe employment agreement contains confidentiality provisions, non-solicit of employees and customers restrictions for one year following termination of employment, and non-compete restrictions that expire no later than 27 months following the effective date of the Merger. Such restrictions are not applicable to a termination of employment occurring in connection with or subsequent to a change in control.\n\nThe foregoing summary of the terms and conditions of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference."}