Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On January 7, 2020, Metropolitan Bank Holding Corp. (the "Company") and Metropolitan Commercial Bank (the "Bank"), a wholly owned subsidiary of the Company, entered into an amended and restated employment agreement (the "Restated Agreement") with Mark DeFazio, President and Chief Executive Officer of the Company and the Bank (the "Executive"), which supersedes and replaces the prior employment agreement (the "Prior Agreement") by and among the Company, the Bank and the Executive dated as of July 27, 2016. The Prior Agreement included a provision pursuant to which certain payments payable in the event of a change in control were required to be reduced to avoid the excise tax imposed by Internal Revenue Code Section 280G. Under the Restated Agreement, this provision is eliminated, and the Company will indemnify the Executive for any taxes imposed by Section 280G. All other terms of the Restated Agreement are materially the same.

The foregoing description of the Restated Agreement is not complete and is qualified in its entirety to reference the Restated Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Description
   Exhibit         Amended and Restated Employment Agreement between Metropolitan
 10.1            Bank Holding Corp., Metropolitan Commercial Bank and Mark
                 DeFazio

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