|
<PAGE>
EXHIBIT 10.8
TWO YEAR CHANGE OF CONTROL AGREEMENT
by and among
HUDSON CITY SAVING BANK,
HUDSON CITY BANCORP, INC.,
and
Made and entered into
as of ___________________
<PAGE>
TWO-YEAR CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT (the "Agreement") is made
and
entered into as of ________________ by and among HUDSON CITY
SAVINGS BANK, a
savings bank organized and operating under the federal laws of
the United States
and having an office at West 80 Century Road, Paramus, New
Jersey 07652-1473
(the "Bank"), HUDSON CITY BANCORP, INC., a business corporation
organized and
existing under the laws of the State of Delaware and having an
office at West 80
Century Road, Paramus, New Jersey 07652-1473 (the "Company")
and
________________________, an individual residing at
______________________
_________________________________________ (the "Officer").
INTRODUCTORY STATEMENT
The Board of Directors of the Bank and the Board of Directors of
the
Company have concluded that it is in the best interests of the
Bank, the Company
and their shareholders to establish a working environment for
the Officer which
minimizes the personal distractions that might result from
possible business
combinations in which the Company or the Bank might be involved.
The Bank and
the Company have decided to provide the Officer with assurance
that his
compensation will be continued for a minimum period of two (2)
years following
termination of employment (the "Assurance Period") if his
employment terminates
under specified circumstances related to a business combination.
The Board of
Directors of the Bank and the Board of Directors of the Company
have decided to
formalize this assurance by entering into this Change of Control
Agreement with
the Officer.
The terms and conditions which the Bank, the Company and the
Officer
have agreed to are as follows.
AGREEMENT
SECTION 1. EFFECTIVE DATE; TERM; CHANGE OF CONTROL AND
PENDING
CHANGE OF CONTROL DEFINED
(a) This Agreement shall take effect on the date it is signed by
the
Officer, Bank and Company (the "Effective Date") and shall be in
effect during
the period (the "Term") beginning on the Effective Date and
ending on the first
anniversary of the date on which the Bank notifies the Executive
of its intent
to discontinue the Agreement (the "Initial Expiration Date") or,
if later, the
second anniversary of the latest Change of Control or Pending
Change of Control,
as defined below, that occurs after the Effective Date and
before the Initial
Expiration Date.
(b) For all purposes of this Agreement, a "Change of Control"
shall
be deemed to have occurred upon the happening of any of the
following events:
2
<PAGE>
(i) the consummation of a reorganization, merger or
consolidation of
the Company with one or more other persons, other than a
transaction
following which:
(A) at least 51% of the equity ownership interests of the
entity resulting from such transaction are beneficially
owned
(within the meaning of Rule 13d-3 promulgated under the
Securities
Exchange Act of 1934, as amended ("Exchange Act")) in
substantially
the same relative proportions by persons who, immediately prior
to
such transaction, beneficially owned (within the meaning of
Rule
13d-3 promulgated under the Exchange Act) at least 51% of
the
outstanding equity ownership interests in the Company; and
(B) at least 51% of the securities entitled to vote
generally
in the election of directors of the entity resulting from
such
transaction are beneficially owned (within the meaning of Rule
13d-3
promulgated under the Exchange Act) in substantially the
same
relative proportions by persons who, immediately prior to
such
transaction, beneficially owned (within the meaning of Rule
13d-3
promulgated under the Exchange Act) at least 51% of the
securities
entitled to vote generally in the election of directors of
the
Company;
(ii) the acquisition of all or substantially all of the assets
of
the Company or beneficial ownership (within the meaning of Rule
13d-3
promulgated under the Exchange Act) of 25% or more of the
outstanding
securities of the Company entitled to vote generally in the
election of
directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company;
(iv) the occurrence of any event if, immediately following
such
event, at least 50% of the members of the Board of Directors of
the
Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors
of
the Company on the date of this Agreement; or
(B) individuals who first became members of the Board of
Directors of the Company after the date of this Agreement
either:
(1) upon election to serve as a member of the Board of
Directors of the Company by affirmative vote of
three-quarters
of the members of such board, or of a nominating committee
thereof, in office at the time of such first election; or
3
<PAGE>
(2) upon election by the shareholders of the Board of
Directors of the Company to serve as a member of such board,
but only if nominated for election by affirmative vote of
three-quarters of the members of the Board of Directors of
the
Company, or of a nominating committee thereof, in office at
the time of such first nomination;
provided, however, that such individual's election or nomination
did
not result from an actual or threatened election contest (within
the
meaning of Rule 14a-11 of Regulation 14A promulgated under
the
Exchange Act) or other actual or threatened solicitation of
proxies
or consents (within the meaning of Rule 14a-11 of Regulation
14A
promulgated under the Exchange Act) other than by or on behalf
of
the Board of Directors of the Company; or
(v) any event which would be described in section l (b)(i),
(ii),
(iii) or (iv) if the term "Bank" were substituted for the term
"Company"
therein.
In no event, however, shall a Change of Control be deemed to
have occurred as a
result of any acquisition of securities or assets of the
Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or any
subsidiary of
either of them, or by any employee benefit plan maintained by
any of them. For
purposes of this section 1(b), the term "person" shall have the
meaning assigned
to it under sections 13(d)(3) or 14(d)(2) of the Exchange
Act.
(c) For purposes of this Agreement, a "Pending Change of
Control"
shall mean: (i) the signing of a definitive agreement for a
transaction which,
if consummated, would result in a Change of Control; (ii) the
commencement of a
tender offer which, if successful, would result in a Change of
Control; or (iii)
the circulation of a proxy statement seeking proxies in
opposition to management
in an election contest which, if successful, would result in a
Change of
Control.
SECTION 2. DISCHARGE PRIOR TO A PENDING CHANGE OF CONTROL.
The Bank may discharge the Officer at any time prior to the
occurrence of a Pending Change of Control for any reason or for
no reason. In
such event:
(a) The Bank shall pay to the Officer (or, in the event of his
death
before payment, his estate) his earned but unpaid compensation
(including,
without limitation, salary and all other items which constitute
wages
under applicable law) as of the date of his termination of
employment.
This payment shall be made at the time and in the manner
prescribed by law
applicable to the payment of wages but in no event later than 30
days
after the date of the Officer's termination of employment.
(b) The Bank shall provide the benefits, if any, due to the
Officer,
his estate, surviving dependents or designated beneficiaries
under the
employee benefit
4
<PAGE>
plans and programs and compensation plans and programs
maintained for the
benefit of the officers and employees of the Bank. The time and
manner of
payment or other delivery of these benefits and the recipients
of such
benefits shall be determined according to the terms and
conditions of the
applicable plans and programs.
The payments and benefits described in sections 2(a) and (b)
shall be referred
to in this Agreement as the "Standard Termination
Entitlements."
SECTION 3. TERMINATION OF EMPLOYMENT DUE TO DEATH.
The Officer's employment with the Bank shall terminate,
automatically and without any further action on the part of any
party to this
Agreement, on the date of the Officer's death. In such event,
the Bank shall pay
and deliver to the Officer's estate and surviving dependents and
beneficiaries,
as applicable, the Standard Termination Entitlements.
SECTION 4. TERMINATION DUE TO DISABILITY AFTER CHANGE OF CONTROL
OR
PENDING CHANGE OF CONTROL.
The Bank may terminate the Officer's employment during the Term
and
after the occurrence of a Change of Control or a Pending Change
of Control upon
a determination, by a majority vote of the members of the Board
of Directors of
the Bank, acting in reliance on the written advice of a medical
professional
acceptable to it, that the Officer is suffering from a physical
or mental
impairment which, at the date of the determination, has
prevented the Officer
from performing his assigned duties on a substantially full-time
basis for a
period of at least one hundred and eighty (180) days during the
period of one
(1) year ending with the date of the determination or is likely
to result in
death or prevent the Officer from performing his assigned duties
on a
substantially full-time basis for a period of at least one
hundred and eighty
(180) days during the period of one (1) year beginning with the
date of the
determination. In such event:
(a) The Bank shall pay and deliver to the Officer (or in the
event
of his death before payment, to his estate and surviving
dependents and
beneficiaries, as applicable) the Standard Termination
Entitlements.
(b) In addition to the Standard Termination Entitlements, the
Bank
shall continue to pay the Officer his base salary, at the annual
rate in
effect for him immediately prior to the termination of his
employment,
during a period ending on the earliest of: (i) the expiration of
one
hundred and eighty (180) days after the date of termination of
his
employment; (ii) the date on which long-term disability
insurance benefits
are first payable to him under any long-term disability
insurance plan
covering employees of the Bank (the "LTD Eligibility Date");
(iii) the
date of his death; and (iv) the expiration of the Assurance
Period (the
"Initial Continuation Period"). If the end of the Initial
Continuation
Period is neither the LTD Eligibility Date nor the date of his
death, the
Bank shall continue to pay the Officer his base
5
<PAGE>
salary, at an annual rate equal to sixty percent (60%) of the
annual rate
in effect for him immediately prior to the termination of his
employment,
during an additional period ending on the earliest of the LTD
Eligibility
Date, the date of his death and the expiration of the Assurance
Period.
A termination of employment due to disability under this section
4 shall be
effected by a notice of termination given to the Officer by the
Bank and shall
take effect on the later of the effective date of termination
specified in such
notice or the date on which the notice of termination is deemed
given to the
Officer.
SECTION 5. DISCHARGE WITH CAUSE AFTER CHANGE OF CONTROL OR
PENDING
CHANGE OF CONTROL.
(a) The Bank may terminate the Officer's employment with
"Cause"
during the Term and after the occurrence of a Change of Control
or Pending
Change of Control, but a termination shall be deemed to have
occurred with
"Cause" only if
(i) the Board of Directors of the Bank, by majority vote of
its
entire membership, determines that the Officer should be
terminated
because of personal dishonesty, incompetence, willful
misconduct, breach
of fiduciary duty involving personal profit, intentional failure
to
perform stated duties, willful violation of any law, rule or
regulation
(other than traffic violations or similar offenses) or final
cease-and-desist order, or any material breach of this
Agreement; and
(ii) at least forty-five (45) days prior to the vote
contemplated by
section 1(b)(i), the Bank has provided the Officer with notice
of its
intent to discharge the Officer for Cause, detailing with
particularity
the facts and circumstances which are alleged to constitute
Cause (the
"Notice of Intent to Discharge"); and
(iii) after the giving of the Notice of Intent to Discharge
and
before the taking of the vote contemplated by section 5(a)(i),
the Officer
(together with his legal counsel, if he so desires) is afforded
a
reasonable opportunity to make both written and oral
presentations before
the Board of Directors of the Bank for the purpose of refuting
the alleged
grounds for Cause for his discharge; and
(iv) after the vote contemplated by section 5(a)(i), the Bank
has
furnished to the Officer a notice of termination which shall
specify the
effective date of his termination of employment (which shall in
no event
be earlier than the date on which such notice is deemed given)
and include
a copy of a resolution or resolutions adopted by the Board of
Directors of
the Bank, certified by its corporate secretary and signed by
each member
of the Board of Directors voting in favor of adoption of the
resolution(s), authorizing the termination of the Officer's
employment
with Cause
6
<PAGE>
and stating with particularity the facts and circumstances found
to
constitute Cause for his discharge (the "Final Discharge
Notice").
For purposes of this section 5, no act or failure to act, on the
part of the
Officer, shall be considered "willful" unless it is done, or
omitted to be done,
by the Officer in bad faith or without reasonable belief that
the Officer's
action or omission was in the best interests of the Bank. Any
act, or failure to
act, based upon authority given pursuant to a resolution duly
adopted by the
Board of Directors of the Bank or based upon the written advice
of counsel for
the Bank shall be conclusively presumed to be done, or omitted
to be done, by
the Officer in good faith and in the best interests of the
Bank.
(b) If the Officer is discharged with Cause during the Term
and
after a Change of Control or Pending Change of Control, the Bank
shall pay and
provide to him (or, in the event of his death, to his estate,
his surviving
beneficiaries and his dependents) the Standard Termination
Entitlements only.
Following the giving of a Notice of Intent to Discharge, the
Bank may
temporarily suspend the Officer's duties and authority and, in
such event, may
also suspend the payment of salary and other cash compensation,
but not the
Officer's participation in retirement, insurance and other
employee benefit
plans. If the Officer is not discharged, or is discharged
without Cause, within
forty-five (45) days after the giving of a Notice of Intent to
Discharge,
payments of salary and cash compensation shall resume, and all
payments withheld
during the period of suspension shall be promptly restored. If
the Officer is
discharged with Cause not later than forty-five (45) days after
the giving of
the Notice of Intent to Discharge, all payments withheld during
the period of
suspension shall be deemed forfeited and shall not be included
in the Standard
Termination Entitlements. If a Final Discharge Notice is given
later than
forty-five (45) days, but sooner than ninety (90) days, after
the giving of the
Notice of Intent to Discharge, all payments made to the Officer
during the
period beginning with the giving of the Notice of Intent to
Discharge and ending
with the Officer's discharge with Cause shall be retained by the
Officer and
shall not be applied to offset the Standard Termination
Entitlements. If the
Bank does not give a Final Discharge Notice to the Officer
within ninety (90)
days after giving a Notice of Intent to Discharge, the Notice of
Intent to
Discharge shall be deemed withdrawn and any future action to
discharge the
Officer with Cause shall require the giving of a new Notice of
Intent to
Discharge.
SECTION 6. DISCHARGE WITHOUT CAUSE.
The Bank may discharge the Officer without Cause at any time
after
the occurrence of a Change of Control or Pending Change of
Control, and in such
event:
(a) The Bank shall pay and deliver to the Officer (or in the
event
of his death before payment, to his estate and surviving
dependents and
beneficiaries, as applicable) the Standard Termination
Entitlements.
(b) In addition to the Standard Termination Entitlements:
7
<PAGE>
(i) During the Assurance Period, the Bank shall provide for
the Officer and his dependents continued group life, health
(including hospitalization, medical and major medical),
dental,
accident and long-term disability insurance benefits on
substantially the same terms and conditions (including any
required
premium-sharing arrangements, co-payments and deductibles) in
effect
for them immediately prior to the Officer's resignation. The
coverage provided under this section 6(b)(i) may, at the
election of
the Bank, be secondary to the coverage provided as part of
the
Standard Termination Entitlements and to any employer-paid
coverage
provided by a subsequent employer or through Medicare, with
the
result that benefits under the other coverages will offset
the
coverage required by this section 6(b)(i).
(ii) The Bank shall make a lump sum payment to the Officer
(or, in the event of his death before payment, to his estate),
in an
amount equal to the estimated present value of the salary that
the
Officer would have earned if he had continued working for the
Bank
during the Assurance Period at the highest annual rate of
salary
achieved during the period of three (3) years ending
immediately
prior to the date of termination (the "Salary Severance
Payment").
The Salary Severance Payment shall be computed using the
following
formula:
(BS/PR)
SSP=(Sigma)(n)(1) [ _________________ ]
[1 +(I/ PR)](n)
where "SSP" is the amount of the Salary Severance Payment
(before
the deduction of applicable federal, state and local
withholding
taxes); "BS" is the highest annual rate of salary achieved by
the
Officer during the period of three (3) years ending
immediately
prior to the date of termination; "PR" is the number of
payroll
periods that occur during a year under the Bank's normal
payroll
practices; "I" equals the applicable federal short term rate
established under section 1274 of the Internal Revenue Code of
1986
(the "Code") for the month in which the Officer's termination
of
employment occurs (the "Short Term AFR") and "n" equals the
product
of the Assurance Period at the Officer's termination of
employment
(expressed in years and fractions of years) multiplied by the
number
of payroll periods that occur during a year under the Bank's
normal
payroll practices. The Salary Severance Payment shall be made
within
five (5) business days after the Officer's termination of
employment
and shall be in lieu of any claim to a continuation of base
salary
which the Officer might otherwise have and in lieu of cash
severance
benefits under any severance benefits program which may be in
effect
for officers or employees of the Bank.
8
<PAGE>
(iii) The Bank shall make a lump sum payment to the Officer
(or, in the event of his death before payment, to his estate),
in an
amount equal to th
| 
