S-8

Registration No. 333-_________

As filed with the Securities and Exchange Commission on March 20, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BSB Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	80-0752082
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2 Leonard Street

Belmont, Massachusetts

(Address of Principal Executive Offices)

BSB Bancorp, Inc. 2017 Equity Incentive Plan

(Full Title of the Plan)

Copies to:

Mr. Robert M. Mahoney	John J. Gorman, Esq.
President and Chief Executive Officer	Michael J. Brown, Esq.
BSB Bancorp, Inc.	Luse Gorman, PC
2 Leonard Street	5335 Wisconsin Ave., N.W., Suite 780
Belmont, Massachusetts 02478	Washington, DC 20015-2035
(617) 484-6700	(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer [  ]	Accelerated filer [X]	Non-accelerated filer [  ]	Smaller reporting company [  ]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.01 per share	487,200(2)	$27.175 (3)	$13,239,600	$1,535

_________________________

(1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the BSB Bancorp, Inc. 2017 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of BSB Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).

(2) Represents the number of shares of common stock reserved for issuance under the Equity Plan for any future grants of restricted stock and restricted stock units under the Equity Plan.

(3) Determined pursuant to 17 C.F.R. Section 230.457(c).

_________________________

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Equity Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:

a)           The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (File No. 001-35309), filed with the Commission on March 10, 2017 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

b)           All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

c)           The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on September 30, 2011 (File No. 001-35309).

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

None.

Item 6.  Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of the Company set forth circumstances under which directors, officers, employees and agents of the Company may be insured or indemnified against liability which they incur in their capacities as such.  References to the “Corporation” in the Articles of Incorporation mean the Company, BSB Bancorp, Inc.

     ARTICLE 10.  Indemnification, etc. of Directors and Officers.

A.           Indemnification.  The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the Maryland General Corporation Law (“MGCL”) now or hereafter in force, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred herein shall include the right to be paid  by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, to the fullest extent permitted by law.

B.           Procedure.  If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit.  It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C.           Non-Exclusivity.  The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D.           Insurance.  The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E.           Miscellaneous.  The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder.  The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F.           Limitations Imposed by Federal Law.  Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11.  Limitation of Liability.  An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL.  If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  List of Exhibits.

Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto
4	Form of Common Stock Certificate	*
5	Opinion of Luse Gorman, PC	Attached as Exhibit 5
10.1	BSB Bancorp, Inc. 2017 Equity Incentive Plan	**
10.2	Form of Restricted Stock Agreement	Attached as Exhibit 10.2
23.1	Consent of Luse Gorman, PC	Contained in Exhibit 5
23.2	Consent of Independent Registered Public Accounting Firm (Baker Newman & Noyes LLC)	Attached as Exhibit 23.2
23.3	Consent of Independent Registered Public Accounting Firm (Shatswell, MacLeod & Company, P.C.)	Attached as Exhibit 23.3
24	Power of Attorney	Contained on Signature Page

_________________________

* Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-174808) filed by the Company under the Securities Act of 1933, with the Commission on June 9, 2011, and all amendments or reports filed for the purpose of updating such description.

** Incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Stockholders of BSB Bancorp, Inc. (File No. 001-35309), filed by BSB Bancorp, Inc. under the Exchange Act on January 3, 2017.

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

1.           To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

2.           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4.           That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

5.           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

6.           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Belmont, Massachusetts, on this 8th day of March, 2017.

	BSB BANCORP, INC.
By:	/s/ Robert M. Mahoney
	Robert M. Mahoney
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of BSB Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Robert M. Mahoney, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Robert M. Mahoney may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued as awards under the BSB Bancorp, Inc. 2017 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Robert M. Mahoney shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Robert M. Mahoney	President, Chief Executive	March 8, 2017
Robert M. Mahoney	Officer and Director
	(Principal Executive Officer)
/s/ John A. Citrano	Executive Vice President, Chief	March 8, 2017
John A. Citrano	Financial Officer, Treasurer and
	Corporate Secretary
	(Principal Financial and Accounting Officer)
/s/ Robert J. Morrissey	Chairman of the Board	March 8, 2017
Robert J. Morrissey
/s/ John A. Borelli	Director	March 8, 2017
John A. Borelli

/s/ S. Warren Farrell	Director	March 8, 2017
S. Warren Farrell
/s/ Richard J. Fougere	Director	March 8, 2017
Richard J. Fougere
/s/ John W. Gahan, III	Director	March 8, 2017
John W. Gahan, III
/s/ John A. Greene	Director	March 8, 2017
John A. Greene
/s/ Paul E. Petry	Director	March 8, 2017
Paul E. Petry
/s/ Hal R. Tovin	Director	March 8, 2017
Hal R. Tovin
/s/ John A. Whittemore	Director	March 8, 2017
John A. Whittemore

EXHIBIT INDEX

Exhibit Number	Description
4	Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-174808), filed by the Company under the Securities Act of 1933 with the Commission on June 9, 2011, and all amendments or reports filed for the purpose of updating such description).
5	Opinion of Luse Gorman, PC
10.1	BSB Bancorp, Inc. 2017 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Stockholders of BSB Bancorp, Inc. (File No. 001-35309), filed by BSB Bancorp, Inc. under the Securities Exchange Act of 1934 on January 3, 2017).
10.2	Form of Restricted Stock Agreement
23.1	Consent of Luse Gorman, PC (contained in the opinion included as Exhibit 5).
23.2	Consent of Independent Registered Public Accounting Firm (Baker Newman & Noyes LLC)
23.3	Consent of Independent Registered Public Accounting Firm (Shatswell, MacLeod & Company, P.C.)
24	Power of Attorney (contained in the signature page to this Registration Statement).

EX-5

Exhibit 5

OPINION OF LUSE GORMAN, PC

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

March 20, 2017

Board of Directors

BSB Bancorp, Inc.

2 Leonard Street

Belmont, Massachusetts 02478

Re: BSB Bancorp, Inc. 2017 Equity Incentive Plan

Registration Statement on Form S-8

Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 487,200 shares of common stock, par value $0.01 per share (the “Shares”), of BSB Bancorp, Inc. (the “Company”) to be issued pursuant to the BSB Bancorp, Inc. 2017 Equity Incentive Plan (the “Equity Plan”).

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the use of this opinion in the Form S-8.

Very truly yours,

/s/ Luse Gorman, PC

LUSE GORMAN, PC

EX-10.2

Exhibit 10.2

FORM OF RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AWARD AGREEMENT

Granted by

BSB BANCORP, INC.

under the

BSB BANCORP, INC.

2017 EQUITY INCENTIVE PLAN

This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the “Plan”) of BSB Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.  Any reference to the “Bank” herein shall refer to Belmont Savings Bank and any reference to “Employer” shall mean either or both the Company and the Bank.

1.             Name of Participant:                                                                                                           

2.             Date of Grant:   March 15, 2017

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:

(subject to adjustment pursuant to Section 9 hereof).

4. Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.

The Stock will vest at the rate of approximately 10% per annum, provided that a fractional share will not vest.  In the event that the Award hereunder is not equally divisible by 10, the difference will vest at the rate of one additional share each year commencing on the first anniversary of the date of grant.

Example:  If the Participant received a Restricted Stock Award of 5,405 share of Stock, the Participant will vest in 541 shares on each of the first five anniversaries of the date of grant and in 540 shares for each of the next five years anniversaries the date of grant.

Vesting will automatically accelerate pursuant to Sections 2.8 and 4.1 of the Plan (in the event of death or Disability or, at or following a Change in Control, the Involuntary Termination of Employment or Termination of Service of the Participant.

5.             Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant.  Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.  The Restricted Stock awarded to the Participant will not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6.             Terms and Conditions.

6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

6.2 Any cash dividends declared with respect to shares of Stock subject to the Restricted Stock Award will be held by the Company and will be distributed to the Participant at the same time as the underlying shares of Stock vests.

7.             Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8.             Change in Control.

8.1 In the event of an Involuntary Termination of Employment or Termination of Service at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.

8.2 A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

9.             Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

10.           Effect of Termination of Service on Restricted Stock Award.

10.1        This Restricted Stock Award will vest as follows:

(i)     (ii)     (iii) Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.   Disability.  In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service. Retirement.  In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited.  “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.

(iv) Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.

(v) Other Termination.  If a Participant terminates Service for any reason other than due to death, Disability, Involuntary Termination of Employment or Termination of Service at or following a Change in Control, all shares of  Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

11.           Miscellaneous.

11.1 No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

11.3 Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

11.4 This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

11.5 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

	BSB BANCORP, INC.
By:	_____________________________
Its:	_____________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2017 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2017 Equity Incentive Plan.

PARTICIPANT

______________________________ 

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[Letterhead of Baker Newman & Noyes, LLC]

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of BSB Bancorp, Inc. and Subsidiaries of our report dated March 10, 2017 relating to the consolidated financial statements of BSB Bancorp, Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of BSB Bancorp, Inc. and Subsidiaries appearing in the Annual Report on Form 10-K of BSB Bancorp, Inc. and Subsidiaries for the year ended December 31, 2016.

/s/ Baker Newman & Noyes LLC

Baker Newman & Noyes LLC

Peabody, Massachusetts

March 20, 2017

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[Letterhead of Shatswell, MacLeod & Company, P.C.]

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2015, which is incorporated by reference in the Annual Report on Form 10-K of BSB Bancorp, Inc. and Subsidiaries for the year ended December 31, 2016.

/s/ Shatswell, MacLeod & Company, P.C.

Shatswell, MacLeod & Company, P.C.

West Peabody, Massachusetts

March 20, 2017