CLIFTON SAVINGS BANCORP INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>clifton10kexb10-3.txt
<TEXT>
<PAGE> 1



                                                                    EXHIBIT 10.3



                          CLIFTON SAVINGS BANCORP, INC.
                              EMPLOYMENT AGREEMENT


This AGREEMENT  ("Agreement")  is hereby entered into as of March 17th, 2004, by
and between Clifton Savings Bancorp, Inc. (the "Company"), a federally-chartered
corporation and the holding company for Clifton Savings Bank,  S.L.A.,  with its
principal offices at 1433 Van Houten Avenue, Clifton, New Jersey 07015, and John
A. Celentano,  Jr. ("Executive").  Any reference to the "Bank" in this Agreement
shall mean Clifton  Savings Bank,  S.L.A.  or any  successor to Clifton  Savings
Bank, S.L.A.

WHEREAS,  the Company  desires to continue to assure  itself of the  services of
Executive for the period provided for in this Agreement; and

WHEREAS,  Executive  and the Board of Directors  of the Company  desire to enter
into a new  employment  agreement  setting forth the terms and conditions of the
continuing  employment of Executive and the related  rights and  obligations  of
each of the parties.

NOW,  THEREFORE,  in  consideration  of the promises and mutual covenants herein
contained, it is hereby agreed as follows:

1.    POSITION AND RESPONSIBILITIES.

(a) During the period of Executive's employment under this Agreement,  Executive
agrees to serve as  Chairman  of the Board and Chief  Executive  Officer  of the
Company.  Executive  shall have  responsibility  for the general  management and
control of the business and affairs of the Company and its  affiliates and shall
perform all duties and shall have all powers which are commonly  incident to the
offices  of  Chairman  of the  Board  and  Chief  Executive  Officer  or  which,
consistent with those offices, are delegated to him by the Board of Directors of
the Company (the "Board of Directors").

(b) During the period of Executive's employment under this Agreement, except for
periods of absence  occasioned by illness,  vacation,  and reasonable  leaves of
absence,  Executive  shall  devote  substantially  all  of  his  business  time,
attention,  skill and efforts to the  faithful  performance  of his duties under
this Agreement,  including  activities and services related to the organization,
operation  and  management  of the  Company  and  its  affiliates,  as  well  as
participation  in community,  professional  and civic  organizations;  provided,
however,  that  Executive  may serve,  or  continue  to serve,  on the boards of
directors  of,  and hold  any  other  offices  or  positions  in,  companies  or
organizations listed by Executive on his annual conflict of interest reporting.

(c) The Company will furnish  Executive  with the working  facilities  and staff
customary  for  executive  officers with the titles and duties set forth in this
Agreement and as are  necessary  for him to perform his duties.  The location of
such  facilities and staff shall be at the principal  administrative  offices of
the Company.


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2.    TERM OF EMPLOYMENT.

(a) The term of this Agreement shall be (i) the initial term,  consisting of the
period  commencing  on the date of this  Agreement  (the  "Effective  Date") and
ending on the third  anniversary  of the Effective  Date,  plus (ii) any and all
extensions of the initial term made pursuant to this Section 2.

(b) Commencing on the Effective Date and on each day thereafter,  the term under
this  Agreement  shall be renewed  automatically  for an additional  one (1) day
period beyond the then  effective  expiration  date without action by any party,
provided that neither the Company, on the one hand, nor Executive, on the other,
shall have given at least sixty (60) days'  written  notice of its or his desire
that the term not be  renewed.  In the case such notice is given by one party to
the other,  the term of this  Agreement  shall become fixed and shall end on the
third anniversary of the date of written notice.

(c) Notwithstanding anything contained in this Agreement to the contrary, either
Executive or the Company may terminate  Executive's  employment with the Company
at any  time  during  the  term of this  Agreement,  subject  to the  terms  and
conditions of this Agreement.

3.    COMPENSATION AND BENEFITS.

(a) BASE SALARY.  The Company  agrees to pay  Executive  during the term of this
Agreement a base salary at the rate of $347,438 per annum, payable in accordance
with the Company's  customary payroll  practices.  The Board of Directors of the
Company  shall review  annually the rate of  Executive's  base salary based upon
factors  they deem  relevant,  and may  maintain  or increase  his base  salary,
provided that no such action shall reduce the rate of base salary below the rate
in  effect  on the  Effective  Date.  In the  absence  of action by the Board of
Directors,  Executive  shall  continue to receive a base salary at the per annum
rate  specified on the Effective  Date or, if another rate has been  established
under the  provisions of this Section 3, the rate last properly  established  by
action of the Board of Directors.

(b)  INCENTIVE  COMPENSATION.  Executive  shall be  entitled to  participate  in
discretionary bonuses or other incentive compensation programs that the Board of
Directors may award from time to time to senior management employees pursuant to
bonus plans, or otherwise.

(c)  AUTOMOBILE  AND  CELLULAR  PHONE.  The  Company or the Bank  shall  provide
Executive with, and Executive shall have the primary use of, an automobile owned
or leased by the  Company or the Bank and the  Company or the Bank shall pay (or
reimburse Executive) for all expenses of insurance, registration,  operation and
maintenance of the automobile.  Executive shall comply with reasonable reporting
and expense  limitations  on the use of such  automobile,  as the Company or the
Bank may establish from time to time, and the Company or the Bank shall annually
include on Executive's Form W-2 any amount attributable to Executive's  personal
use of such  automobile.  The Company or the Bank shall also  provide  Executive
with a cellular phone and shall pay (or reimburse  Executive) for all reasonable
expenses related to the business use of such phone.


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(d) VACATION AND  HOLIDAYS.  Executive  shall take  vacation at a time  mutually
agreed upon by the  Company  and  Executive.  Executive  shall  receive his base
salary and other benefits  during periods of vacation.  Executive  shall also be
entitled to paid legal  holidays in accordance  with the policies of the Company
or the Bank.

(e) OTHER EMPLOYEE  BENEFITS.  In addition to any other compensation or benefits
provided for under this  Agreement,  Executive  shall be entitled to continue to
participate in any employee  benefit plans,  arrangements and perquisites of the
Company or the Bank in which he  participated  or was eligible to participate as
of the Effective  Date.  Executive  shall also be entitled to participate in any
employee  benefits or  perquisites  the Company or the Bank offers to  full-time
employees or executive  management  in the future.  The Company or the Bank will
not, without Executive's prior written consent,  make any changes in such plans,
arrangements or perquisites which would adversely affect  Executive's  rights or
benefits thereunder without separately providing for an arrangement that ensures
Executive  receives or will  receive the  economic  value that  Executive  would
otherwise  lose as a  result  of  such  adverse  effect.  Without  limiting  the
generality of the foregoing  provisions of this  paragraph,  Executive  shall be
entitled to participate in or receive benefits under all plans relating to stock
options,  restricted  stock awards,  stock purchases,  pension,  profit sharing,
employee stock ownership, supplemental retirement, group life insurance, medical
and other health and welfare  coverage that are made available by the Company or
the Bank at the  Effective  Time or at any time in the future during the term of
this Agreement,  subject to and on a basis consistent with the terms, conditions
and overall administration of such plans and arrangements.

4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) Upon the occurrence of an Event of Termination  (as herein  defined)  during
Executive's  term of employment  under this  Agreement,  the  provisions of this
Section  4 shall  apply.  Unless  Executive  otherwise  agrees,  as used in this
Agreement,  an "Event of Termination"  shall mean and include any one or more of
the  following:  (i) the  termination  by the Company of  Executive's  full-time
employment for any reason other than a termination governed by Section 7 of this
Agreement;  or (ii)  Executive's  resignation  from the Company,  upon,  any (A)
notice to Executive of non-renewal of the term of this Agreement; (B) failure to
reappoint  Executive as Chairman of the Board and Chief Executive  Officer;  (C)
material change in Executive's functions or duties, or responsibilities with the
Company or its affiliates,  which change would cause Executive's  position(s) to
become of lesser responsibility,  importance,  or scope from the position(s) and
attributes  thereof described in Section 1 of this Agreement;  (D) relocation of
Executive's  principal place of employment by more than  twenty-five  (25) miles
from  its  location  at the  Effective  Date of  this  Agreement;  (E)  material
reduction in the benefits and perquisites to Executive from those being provided
as of the Effective Date of this  Agreement;  (F)  liquidation or dissolution of
the Company or the Bank;  or (G) breach of this  Agreement by the Company.  Upon
the  occurrence  of any event  described  in clauses  (A)  through  (G),  above,
Executive shall have the right to terminate his employment  under this Agreement
by  resignation  upon not less than sixty (60) days' prior written  notice given
within six (6) full calendar  months after the event giving rise to  Executive's
right to elect to terminate his employment.

(b) Upon Executive's  termination of employment in accordance with paragraph (a)
of this Section 4, on the Date of  Termination,  as defined in Section 8 of this
Agreement,  the Company shall be obligated to pay Executive, or, in the event of
his death following the Date of


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Termination,  his beneficiary or  beneficiaries,  or his estate, as the case may
be,  an  amount  equal  to the  sum  of:  (i)  the  base  salary  and  incentive
compensation  that would have been paid to Executive for the  remaining  term of
this Agreement had the Event of Termination  not occurred  (based on Executive's
then current base salary and most  recently paid or accrued bonus at the time of
the Event of  Termination)  plus (ii) the value,  as  calculated by a recognized
firm  customarily  performing such valuation,  of any stock options which, as of
the Date of Termination,  have been granted to Executive but are not exercisable
by  Executive  and the value of any  restricted  stock  awards  which  have been
granted to Executive,  but in which Executive does not have a non-forfeitable or
fully-vested  interest as of the Date of Termination plus (iii) the value of all
employee  benefits  that would have been provided to Executive for the remaining
term of this Agreement had the Event of Termination  not occurred,  based on the
most  recent  level of  contribution,  accrual or other  participation  by or on
behalf of Executive. At the election of Executive,  which election is to be made
prior to the Date of Termination,  such payments shall be made in a lump sum. In
the event  that no  election  is made,  payment to  Executive  will be made on a
monthly basis in approximately equal installments during the remaining unexpired
term  of this  Agreement.  Such  payments  shall  not be  reduced  in the  event
Executive obtains other employment following termination of employment.

(c) In addition to the payments provided for in paragraph (b) of this Section 4,
upon Executive's  termination of employment in accordance with the provisions of
paragraph  (a) of this  Section  4, to the extent  that the  Company or the Bank
continues to offer any life,  medical,  health,  disability or dental  insurance
plan or arrangement in which Executive or his dependents  participates as of the
date of the Event of Termination  (each being a "Welfare  Plan"),  Executive and
his covered  dependents  shall  continue  participating  in such Welfare  Plans,
subject  to the same  premium  contributions  on the part of  Executive  as were
required  immediately prior to the Event of Termination until the earlier of (i)
his death; (ii) his employment by another employer other than one of which he is
the majority owner; or (iii) the end of the remaining term of this Agreement. If
the Company or the Bank does not offer the  Welfare  Plans at any time after the
Event of  Termination,  then the Company shall provide  Executive with a payment
equal to the  premiums  for such  benefits  for the period  which runs until the
earlier of (i) his death; (ii) his employment by another employer other than one
of which he is the majority  owner;  or (iii) the end of the  remaining  term of
this Agreement.

5.    CHANGE IN CONTROL.

(a) For purposes of this Agreement, a "Change in Control" of the Bank or Company
shall mean one of the following events:  (i) there occurs a change in control of
the Bank,  as  defined  or  determined  either  by the  Bank's  primary  federal
regulator or under regulations  promulgated by such regulator;  (ii) as a result
of, or in  connection  with,  a merger or other  business  combination,  sale of
assets or contested election,  the persons who were directors of the Bank before
such  transaction  or event  cease to  constitute  a  majority  of the  Board of
Directors  of the  Bank  or its  successor;  (iii)  the  Bank  transfers  all or
substantially all of its assets to another corporation or entity which is not an
affiliate  of the Bank;  (iv) the Bank is merged or  consolidated  with  another
corporation  or entity and, as a result of such  merger or  consolidation,  less
than 60% of the equity  interest in the  surviving or resulting  corporation  is
owned by the former  shareholders  or  depositors  of the Bank;  (v) the Company
merges  into  or  consolidates  with  another  corporation,  or  merges  another
corporation into the Company and, as a result, less than a majority of the


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combined voting power of the resulting corporation  immediately after the merger
or  consolidation  is held by  persons  who  were  stockholders  of the  Company
immediately  before the merger or  consolidation;  (vi) the Company files, or is
required to file, a report on Schedule 13D, or another form or schedule required
under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, disclosing
that the filing  person or  persons  acting in  concert  has or have  become the
beneficial  owner(s)  of  25%  or  more  of a  class  of  the  Company's  voting
securities,  except for beneficial  ownership of Company voting shares held in a
fiduciary capacity by an entity of which the Company directly or indirectly owns
50% or more of its outstanding voting securities; (vii) during any period of two
consecutive  years,  individuals who constitute the Company's Board of Directors
at the  beginning of the two-year  period cease for any reason to  constitute at
least  a  majority  thereof,  provided  that  any  person  becoming  a  director
subsequent to the date hereof whose  election was approved by a vote of at least
two-thirds  (?) of the  directors  who were  directors  at the  beginning of the
two-year period shall be deemed to have also been a director at the beginning of
such period;  or (viii) the Company sells to a third party all or  substantially
all of its assets.

(b)  If any of the  events  described  in  paragraph  (a)  of  this  Section  5,
constituting  a Change in  Control,  have  occurred  or the  Board of  Directors
determines that a Change in Control has occurred, Executive shall be entitled to
the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon
his  termination  of employment at any time during the term of this Agreement on
or after the date the Change in Control occurs due to (i) Executive's dismissal;
(ii) Executive's  resignation  following any demotion,  loss of title, office or
significant authority or relocation of his principal place of employment by more
than twenty-five (25) miles from its location immediately prior to the Change in
Control or (iii) Executive's  resignation for any reason within ninety (90) days
of the effective date of a Change in Control,  unless Executive's termination is
for Just Cause as defined in  Section 7 of this  Agreement;  provided,  however,
that such benefits  shall be reduced by any payment made under Section 4 of this
Agreement.

(c)  Upon  the  occurrence  of a  Change  in  Control  followed  by  Executive's
termination of  employment,  as provided for in paragraph (b) of this Section 5,
the Company shall pay Executive,  or in the event of his subsequent  death,  his
beneficiary or  beneficiaries,  or his estate,  as the case may be, as severance
pay or liquidated damages, or both, the greater of the payments and benefits due
for the remaining term of the Agreement, pursuant to the provisions of Section 4
of this agreement, or three (3) times the sum of the following items:

         (i)   the average of the Executive's Base Salary (as defined in Section
         3(a) of the  Agreement),  at the highest rate in effect  during each of
         the five (5) most  recently  completed  calendar  years  preceding  the
         Change in Control;

         (ii)  the average of the cash incentive  compensation  or bonus paid to
         Executive,  or accrued on Executive's  behalf,  with respect to each of
         the five (5) most  recently  completed  calendar  years  preceding  the
         Change in Control;

         (iii) the average of the income  realized by  Executive  during each of
         the five (5) most  recently  completed  calendar  years  preceding  the
         Change in Control as a result of the vesting of any  restricted  shares
         of Company common stock held by or on behalf of Executive;


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         (iv) the sum of the average of the value of the deferrals,  allocations
         or  contributions  made by  Executive  or on behalf of Executive by the
         Bank,  during  each of the five (5) most  recently  completed  calendar
         years preceding the Change in Control,  under the Bank's employee stock
         ownership and 401(k) savings plans (or any other tax-qualified  defined
         contribution   retirement   plan   sponsored   by  the  Bank)  and  any
         supplemental executive retirement plan (or any similar provision of any
         similar  plan) in which  Executive  participates  as of the  Change  in
         Control.  For  purposes of this clause (iv),  the value of  allocations
         made to  Executive  under  the  employee  stock  ownership  plan or the
         supplemental  executive retirement plan shall be valued by reference to
         the  fair  market  value  of  Company  common  stock  as of the date of
         allocation; and

         (v) the average of any other taxable income included by the Bank or the
         Company on Executive's Form W-2 or reflected on a Form 1099 provided by
         the Bank or the Company to Executive, excluding: A) income attributable
         to  Executive's  exercise of a  non-statutory  stock option;  B) income
         related to Executive's  disqualifying disposition of an incentive stock
         option to  acquire  Company  common  stock;  C) income  related  to the
         distribution of benefits under any  tax-qualified or  non-tax-qualified
         retirement or deferred  compensation  plan or arrangement  sponsored by
         the Company or the Bank  (including  the Clifton  Savings Bank,  S.L.A.
         Amended  and  Restated  Directors'   Retirement  Plan);  or  D)  income
         attributable  to payments made in lieu of any benefits  payable under a
         plan covered by the preceding clause C) of this paragraph,  during each
         of the five (5) most recently  completed  calendar years  preceding the
         Change in Control.

At the election of  Executive,  which  election is to be made within thirty (30)
days in advance of the Date of  Termination on or following a Change in Control,
such payment may be made in a lump sum (without  discount for early  payment) on
or immediately following the Date of Termination (which may be the date a Change
in Control occurs) or paid in equal monthly  installments  during the thirty-six
(36) months following Executive's termination.  In the event that no election is
made, payment to Executive will be made on a monthly basis during the thirty-six
(36) months following Executive's termination.

(d) Upon the  occurrence of a Change in Control and  Executive's  termination of
employment in connection  therewith,  to the extent that the Company or the Bank
continues to offer any life,  medical,  health,  disability or dental  insurance
plan  or  arrangement  in  which   Executive  or  his  dependents   participated
immediately  prior to the  Change in  Control  (each  being a  "Welfare  Plan"),
Executive  and his  covered  dependents  shall  continue  participating  in such
Welfare  Plans,  subject  to the  same  premium  contributions  on the  part  of
Executive as were required immediately prior to the Change in Control, until the
earlier of (i) Executive's  death; (ii) his employment by another employer other
than  one of  which  he is the  majority  owner;  or  (iii)  the  expiration  of
thirty-six  (36)  months.  If the Company or the Bank does not offer the Welfare
Plans at any time  after the  Change  in  Control,  the  Company  shall  provide
Executive  with a payment equal to the premiums for such benefits for the period
which runs until the earlier of (i) his death;  (ii) his  employment  by another
employer  other  than one of  which  he is the  majority  owner;  or  (iii)  the
expiration of thirty-six (36) months.



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<PAGE> 7


(e) The use or provision of any  membership,  license,  automobile use, or other
perquisites shall be continued during the remaining term of the Agreement on the
same financial terms and obligations as were in place  immediately  prior to the
Change in Control. To the extent that any item referred to in this paragraph, at
the end of the term of this Agreement, will no longer be available to Executive,
Executive  will have the option to purchase  all rights then held by the Company
or the Bank to such item for a price equal to the then fair market  value of the
item.

(f) In the event that  Executive  is  receiving  monthly  payments  pursuant  to
Section  5(c)  hereof,  on an annual  basis,  thereafter,  between  the dates of
January 1 and January 31 of each year, Executive shall elect whether the balance
of the amount  payable  under the Agreement at that time shall be paid in a lump
sum or on a pro rata basis  pursuant to such  section.  Such  election  shall be
irrevocable for the year for which such election is made by Executive.

6.    CHANGE IN CONTROL RELATED PROVISIONS.

Notwithstanding  the  provisions  of Section 5, in no event shall the  aggregate
payments or benefits to be made or afforded to Executive  under said  paragraphs
(the  "Termination  Benefits")  constitute an "excess  parachute  payment" under
Section 280G of the Code or any successor thereto,  and in order to avoid such a
result,  Termination  Benefits will be reduced, if necessary,  to an amount (the
"Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an
amount equal to three (3) times  Executive's  "base  amount",  as  determined in
accordance  with said Section 280G.  The  allocation  of the reduction  required
hereby among the Termination  Benefits provided by Section 5 shall be determined
by Executive.

7.    TERMINATION FOR JUST CAUSE

The  phrase  termination  for "Just  Cause"  shall mean  termination  because of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
incompetence, willful violation of any law, rule, regulation (other than traffic
violations or similar offenses), final cease and desist order or material breach
of any provision of this  Agreement.  Notwithstanding  the foregoing,  Executive
shall not be deemed to have been  terminated  for Just  Cause  unless  and until
there  shall have been  delivered  to him a Notice of  Termination  which  shall
include a copy of a resolution duly adopted by the affirmative  vote of not less
than a simple  majority  of all of the  members of the Board of  Directors  at a
meeting of the Board of Directors called and held for that purpose, finding that
in the good faith  opinion of the Board of  Directors,  Executive  was guilty of
conduct  justifying  termination  for Just Cause and specifying the  particulars
thereof in detail. Executive shall not have the right to receive compensation or
other benefits for any period after termination for Just Cause.



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<PAGE> 8



8.    NOTICE.

(a)  Any  purported  termination  by  the  Company  or  by  Executive  shall  be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

(b)  "Date of  Termination"  shall  mean the date  specified  in the  Notice  of
Termination.

9.    POST-TERMINATION OBLIGATIONS.

All payments and benefits to Executive  under this Agreement shall be subject to
Executive's  compliance  with Section 10 for one (1) full year after the earlier
of the expiration of this  Agreement or  termination  of Executive's  employment
with  the  Company.  Executive  shall,  upon  reasonable  notice,  furnish  such
information  and  assistance to the Company as may reasonably be required by the
Company in connection  with any  litigation to which it or any of its affiliates
is, or may become, a party.

10.   NON-COMPETITION AND NON-DISCLOSURE.

(a) Upon any termination of Executive's employment pursuant to Section 4 of this
Agreement,  Executive  agrees not to compete with the Company or its  affiliates
for a period of one (1) year  following such  termination  in any city,  town or
county in which Executive's normal business office is located and the Company or
any of its affiliates  has an office or has filed an application  for regulatory
approval to establish an office,  determined  as of the  effective  date of such
termination,  except as agreed to pursuant to a  resolution  duly adopted by the
Board of  Directors.  Executive  agrees  that during such period and within said
cities, towns and counties,  Executive shall not work for or advise,  consult or
otherwise  serve  with,  directly  or  indirectly,  any  entity  whose  business
materially competes with the depository, lending or other business activities of
the Company or its affiliates.  The parties hereto, recognizing that irreparable
injury will result to the Company or its  affiliates,  its business and property
in the event of Executive's  breach of this Subsection 10(a),  agree that in the
event of any such breach by  Executive,  the Company or its  affiliates  will be
entitled,  in  addition  to any other  remedies  and  damages  available,  to an
injunction to restrain the violation hereof by Executive,  Executive's partners,
agents, servants, employees and all persons acting for or under the direction of
Executive.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  4  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business engaged in other lines and/or of a different nature than the Company or
its  affiliates,  and that the enforcement of a remedy by way of injunction will
not  prevent  Executive  from  earning  a  livelihood.  Nothing  herein  will be
construed as prohibiting  the Company or its affiliates  from pursuing any other
remedies  available  to the  Company  or  its  affiliates  for  such  breach  or
threatened breach, including the recovery of damages from Executive.


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(b) Executive  recognizes  and  acknowledges  that his knowledge of the business
activities  and plans for business  activities of the Company and its affiliates
as it may exist from time to time,  is a valuable,  special and unique  asset of
the business of the Company and its  affiliates.  Executive will not,  during or
after the term of his employment,  disclose any knowledge of the past,  present,
planned or considered  business  activities of the Company and its affiliates to
any  person,  firm,  corporation  or other  entity  for any  reason  or  purpose
whatsoever, unless expressly authorized by the Board of Directors or required by
law.  Notwithstanding  the  foregoing,  Executive  may disclose any knowledge of
banking,  financial and/or economic principles,  concepts or ideas which are not
solely and  exclusively  derived from the business  plans and  activities of the
Company  or its  affiliates.  In the event of a breach or  threatened  breach by
Executive of the provisions of this Section 10(b),  the Company will be entitled
to an injunction  restraining  Executive from  disclosing,  in whole or in part,
knowledge of the past, present, planned or considered business activities of the
Company or its  affiliates or from  rendering any services to any person,  firm,
corporation  or other entity to whom such  knowledge,  in whole or in part,  has
been  disclosed  or is  threatened  to be  disclosed.  Nothing  herein  will  be
construed as prohibiting the Company from pursuing any other remedies  available
to the Company for such breach or threatened  breach,  including the recovery of
damages from Executive.

11.   DEATH AND DISABILITY.

(a)  DEATH.  Notwithstanding  any  other  provision  of  this  Agreement  to the
contrary,  in the event of Executive's  death during the term of this Agreement,
the Company  shall  immediately  pay his estate any salary and bonus accrued but
unpaid as of the date of his death,  and,  for a period of six (6) months  after
Executive's  death, the Company shall continue to provide his dependents medical
insurance  benefits  existing on the date of his death and shall pay Executive's
designated  beneficiary all compensation  that would otherwise be payable to him
pursuant to Section 3(a) of this Agreement.  This provision shall not negate any
rights  Executive  or his  beneficiaries  may have to death  benefits  under any
employee benefit plan of the Company or the Bank.

(b) DISABILITY.

         (i) The Company or Executive may terminate Executive's employment after
having  established  Executive's  Disability.  For  purposes of this  agreement,
"Disability"  means a physical  or mental  infirmity  that  impairs  Executive's
ability to  substantially  perform  his duties  under  this  Agreement  and that
results in the Executive  becoming  eligible for long-term  disability  benefits
under the Company's or the Bank's long-term  disability plan (or, if the Company
or the Bank has no such plan in  effect,  that  impairs  Executive's  ability to
substantially  perform  his  duties  under  this  Agreement  for a period of one
hundred eighty (180)  consecutive  days). The Board of Directors shall determine
whether  or not  Executive  is and  continues  to be  permanently  disabled  for
purposes of this Agreement in good faith,  based upon  competent  medical advice
and other factors that they reasonably believe to be relevant. As a condition to
any  benefits,  the Board of Directors  may require  Executive to submit to such
physical or mental evaluations and tests as it deems reasonably appropriate.


                                       9


<PAGE> 10



         (ii) In the event of  Disability,  Executive's  obligation  to  perform
services under this Agreement will terminate.  In the event of such termination,
Executive  shall  continue  to receive  (x) one  hundred  percent  (100%) of his
monthly  Base Salary (at the annual  rate in effect on the Date of  Termination)
through the one hundred  eightieth (180th) day following the Date of Termination
by reason of  Disability  and (y) sixty percent (60%) of his monthly base salary
from the one hundred eighty-first (181st) day following  termination through the
earlier of the date of his death or the date he attains  age 70.  Such  payments
shall be reduced by the amount of any short- or  long-term  disability  benefits
payable to Executive  under any disability  program  sponsored by the Company or
the Bank. In addition,  during any period of Executive's  Disability,  Executive
and his  dependents  shall,  to the  greatest  extent  possible,  continue to be
covered under all benefit plans (including, without limitation, retirement plans
and  medical,  dental and life  insurance  plans) of the  Company or the Bank in
which Executive participated prior to the occurrence of Executive's  Disability,
on the same terms as if Executive were actively employed by the Company.

12.   SOURCE OF PAYMENTS.

(a) All payments  provided for in this Agreement shall be timely paid in cash or
check from the general funds of the Company, subject to Section 12(b).

(b)  Notwithstanding  any provision  herein to the contrary,  to the extent that
payments and benefits, as provided by this Agreement, are paid to or received by
Executive  under the Employment  Agreement in effect  between  Executive and the
Bank (the "Bank Agreement"), such compensation payments and benefits paid by the
Bank will be subtracted  from any amount due  simultaneously  to Executive under
similar  provisions of this Agreement.  Payments  pursuant to this Agreement and
the Bank Agreement shall be allocated in proportion to the level of activity and
the time  expended on such  activities by Executive as determined by the Company
and the Bank.

13.   EFFECT OF PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

This Agreement contains the entire understanding  between the parties hereto and
supersedes  any prior  employment  or change in control  agreement  between  the
Company or any  predecessor  of the  Company  and  Executive,  except  that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring  to  Executive  of a kind  elsewhere  provided.  No  provision  of  this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

14.   NO ATTACHMENT.

(a) Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation,  commutation,  alienation,  sale,  assignment,
encumbrance,  charge, pledge or hypothecation, or to execution, attachment, levy
or similar process or assignment by operation of law, and any attempt, voluntary
or involuntary, to affect any such action shall be null, void and of no effect.


                                       10

<PAGE> 11



(b)  This  Agreement  shall be  binding  upon,  and  inure  to the  benefit  of,
Executive, the Company and their respective successors and assigns.

15.   MODIFICATION AND WAIVER.

(a) This  Agreement  may not be modified or amended  except by an  instrument in
writing signed by the parties hereto.

(b) No term or condition of this Agreement  shall be deemed to have been waived,
nor shall there be any estoppel against the enforcement of any provision of this
Agreement, except by written instrument of the party charged with such waiver or
estoppel.  No such written  waiver shall be deemed a  continuing  waiver  unless
specifically  stated therein,  and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future as to any act other than that specifically waived.

16.   SEVERABILITY.

If,  for any  reason,  any  provision  of  this  Agreement,  or any  part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any remaining  part of such provision not held so invalid,
and each  such  other  provision  and  part  thereof  shall  to the full  extent
consistent with law continue in full force and effect.

17.   HEADINGS FOR REFERENCE ONLY.

The  headings  of  sections  and  paragraphs  herein  are  included  solely  for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

18.   GOVERNING LAW.

This Agreement  shall be governed by the laws of the State of New Jersey without
regard to principles of conflicts of law of that State.

19.   ARBITRATION.

Any dispute or  controversy  arising under or in connection  with this Agreement
shall be settled  exclusively by arbitration,  conducted before a panel of three
(3) arbitrators  sitting in a location  selected by Executive  within fifty (50)
miles from the  location of the  Company,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.



                                       11

<PAGE> 12



In the event any dispute or  controversy  arising  under or in  connection  with
Executive's termination is resolved in favor of Executive,  whether by judgment,
arbitration  or  settlement,  Executive  shall be entitled to the payment of all
back-pay,  including  salary,  bonuses and any other cash  compensation,  fringe
benefits and any compensation and benefits due Executive under this Agreement.

20.   PAYMENT OF LEGAL FEES.

All reasonable legal fees paid or incurred by Executive  pursuant to any dispute
or  question  of  interpretation  relating  to this  Agreement  shall be paid or
reimbursed  by the Company only if Executive is  successful  pursuant to a legal
judgment, arbitration or settlement.

21.   INDEMNIFICATION.

The  Company  shall  provide  Executive  (including  his  heirs,  executors  and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense and shall indemnify Executive (and his
heirs,  executors and  administrators) to the fullest extent permitted under New
Jersey law against all expenses and  liabilities  reasonably  incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be  involved  by reason of his having  been a director or officer of the Company
(whether  or not he  continues  to be a  director  or  officer  at the  time  of
incurring  such  expenses or  liabilities),  such  expenses and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the costs of reasonable settlements.

22.   SUCCESSOR TO THE COMPANY.

The Company shall require any successor or assignee, whether direct or indirect,
by purchase, merger,  consolidation or otherwise, to all or substantially all of
the business or assets of the Bank or the Company, expressly and unconditionally
to assume and agree to perform the Company's  obligations  under this Agreement,
in the same manner and to the same extent that the Company  would be required to
perform if no such succession or assignment had taken place.




                                       12

<PAGE> 13





                                   SIGNATURES

IN WITNESS WHEREOF,  Clifton Savings Bancorp,  Inc. has caused this Agreement to
be executed and its seal to be affixed  hereunto by its duly authorized  officer
and its directors,  and Executive has signed this Agreement,  on the 17th day of
March, 2004.


ATTEST:                                    CLIFTON SAVINGS BANCORP, INC.



/s/ Walter Celuch                          By: /s/ John A. Celentano, Jr.
------------------------------------           ---------------------------------
Corporate Secretary                            For the Entire Board of Directors



                  [SEAL]


WITNESS:                                   EXECUTIVE


/s/ Walter Celuch                          /s/ John A. Celentano, Jr.
------------------------------------       -------------------------------------
Corporate Secretary                        John A. Celentano, Jr.






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</TEXT>
</DOCUMENT>
