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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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AGREEMENT by and
between North Fork Bancorporation, Inc., a Delaware
corporation (the "Company"), and Bharat
Bhatt (the "Executive"), dated as of the
15th day of February, 2004.
The Company has
determined that it is in the best interests of the Company
and its shareholders to assure that the
Company will have the continued
dedication of the Executive pending and
following the merger (the "Merger") of
the Company and GreenPoint Financial
Corporation, a Delaware corporation
("GreenPoint"), pursuant to the Agreement
and Plan of Merger, dated as of
February 15th, 2004, between the Company
and GreenPoint (the "Merger
Agreement"). Therefore, in order to
accomplish these objectives, the Executive
and the Company desire to enter into this
Agreement.
NOW, THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
1. Effective
Date. The "Effective Date" shall mean the date on which the
"Effective Time" (as defined in the Merger
Agreement) of the Merger occurs. In
the event that the Effective Time shall not
occur this Agreement shall be null
and void ab initio and of no further force
and effect.
2. Employment
Period. The Company hereby agrees to employ the Executive,
and the Executive hereby agrees to serve
the Company, subject to the terms and
conditions of this Agreement, for the
period commencing on the Effective Date
and ending on June 30, 2008 (the
"Employment Period").
3. Terms of
Employment. (a) Position and Duties. (i) During the Employment
Period, the Executive shall (A) serve as a
Senior Executive Vice President of
the Company and as President of GreenPoint
Bank (which for this purpose shall be
comprised of all of the operations and
businesses of GreenPoint as of
immediately prior to the Effective Date,
but after taking into account any
changes in the GreenPoint operations and
businesses solely due to the
reallocation of branches of GreenPoint Bank
or NorthFork Bank to the other
entity for valid business reasons), in each
case, with such duties and
responsibilities as are commensurate and
consistent with such title and position
and as are comparable with the duties and
responsibilities of the Executive with
GreenPoint Bank immediately prior to the
Effective Date, (B) report directly to
the Chief Executive Officer of the Company
(the "CEO") and (C) serve on the
Board of Directors of the Company (the
"Board").
(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the
Executive is entitled, the Executive agrees
to devote substantially all of his
attention and time during normal business
hours to the business and affairs of the
Company and, to the extent necessary to
discharge the responsibilities assigned to
the Executive hereunder, to use the
Executive's reasonable best efforts to
perform faithfully and efficiently such
responsibilities. During the Employment
Period, it shall not be a violation of
this Agreement for the Executive to (A)
serve on corporate, civic or charitable
boards or committees, (B) deliver lectures,
fulfill speaking engagements or
teach at educational institutions and (C)
manage personal investments, so long
as such activities do not significantly
interfere
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with the performance of the Executive's
responsibilities as an employee of the
Company in accordance with this Agreement.
It is expressly understood and agreed
that to the extent that any such activities
have been conducted by the Executive
prior to the Effective Date, the continued
conduct of such activities (or the
conduct of activities similar in nature and
scope thereto) subsequent to the
Effective Date shall not thereafter be
deemed to interfere with the performance
of the Executive's responsibilities to the
Company.
(b) Compensation
(i) Base Salary. During the Employment Period, the
Executive shall receive an annual base
salary ("Annual Base Salary") at a rate
of not less than 95% of the annual base
salary paid to the second highest paid
employee of the Company with respect to
each fiscal year of the Company (the
"Peer Executive"), in accordance with the
Company's normal payroll policies. The
Executive's Annual Base Salary shall be
reviewed for increase at least annually
by the Board pursuant to its normal
performance review policies for senior
executives. Any increase in Annual Base
Salary shall not serve to limit or
reduce any other obligation to the
Executive under this Agreement. Annual Base
Salary shall not be reduced after any
increase and the term Annual Base Salary
as utilized in this Agreement shall refer
to Annual Base Salary as so increased.
(ii) Annual Bonus. With respect to each fiscal year ending during
the
Employment Period, the Executive shall be
eligible to participate in the
Company's Annual Incentive Performance
Compensation Plan or its successor plan
(the "Annual Bonus Plan"). The performance
criteria (and the achievement
thereof) under the Annual Bonus Plan with
respect to the Executive's annual
bonus in any such fiscal year shall be the
same as those applicable to the Peer
Executive, and the Executive's annual bonus
(the "Annual Bonus") with respect to
the achievement of such performance
criteria shall be no less than 95% of the
annual bonus earned by the Peer Executive
with respect to the achievement of
such performance criteria and shall be on
terms and conditions no less favorable
than those applicable to the annual bonus
of the Peer Executive.
(iii) Equity-Based Grants. With respect to each fiscal year during
the
Employment Period, the Executive's
equity-based awards shall be no less than 95%
of the value of those awarded to the Peer
Executive with respect to the
applicable fiscal year and have terms and
conditions no less favorable than
those applicable to the awards granted to
the Peer Executive.
(iv) Retirement Benefits. During the Employment Period, the
Executive
shall be entitled to participate in all
savings and retirement plans that are
tax-qualified under Section 401(a) of the
Internal Revenue Code of 1986, as
amended (the "Code"), and in all plans that
are supplemental to any such
tax-qualified plans, in each case, to the
extent that such plans are applicable
generally to other senior executives of the
Company. Upon the Executive's
termination of employment for any reason
(other than for Cause), whether or not
during the Employment Period, for the
remainder of the Executive's life and that
of his current spouse, the Company shall
provide medical, dental and life
insurance benefits (the "Retiree Welfare
Benefits") to the Executive and his
current spouse on the same basis as such
benefits were provided by GreenPoint to
its retirees as in effect immediately prior
to the Effective Date and assuming
for this purpose that the Executive has no
less than 15 years of credited
service. The Retiree Welfare Benefits
provided hereunder shall commence
effective as of the later of (A) the
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Date of Termination and (B) the end of the
benefits continuation period
under Section 5(a)(iii) of this Agreement,
after taking into account for
purposes of clauses (A) and (B) hereof,
with respect to medical and dental
benefits, any period during which the
Executive and/or his spouse elect to
receive continued medical and/or dental
benefits pursuant to their rights under
the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA").
(v) Other Employee Benefit Plans. During the Employment Period,
the
Executive and/or the Executive's eligible
dependents, as the case may be, shall
be eligible for participation in and shall
receive all benefits under all
welfare benefit plans, practices, policies
and programs provided by the Company
(including, without limitation, medical,
prescription, dental, vision,
disability, salary continuance, group life
and supplemental group life,
accidental death, travel accident
insurance, sick leave and vacation plans,
practices, policies and programs), on the
same basis as such plans, practices,
policies and programs are applicable or
made available to the CEO and Peer
Executive. In addition, following the
Effective Date, the Executive shall be
entitled to change in control benefits and
protections (including a change in
control severance agreement) no less
favorable than those provided to the CEO
and Peer Executive. During the Employment
Period, the Executive shall be
provided with a car and driver and shall be
eligible for such other fringe
benefits and perquisites (including,
without limitation, expense reimbursement
plans, practices, policies and programs) as
are provided to the CEO on a basis
no less favorable than such benefits are
provided to the CEO.
(vi) Initial Payment. On the Effective Date, the Company shall make
a
lump sum cash payment to the Executive
equal to the sum of (A) the payments that
the Executive would have been entitled to
receive pursuant to Sections
6(a)(i)(B) and (C) and Section 6(a)(iii) of
the Employment Agreement between
GreenPoint and the Executive dated as of
August 21, 1995, as amended (the "Prior
Agreement") had he been terminated by the
Company other then for Cause
immediately after the Effective Date and
(B) the amount equal to the present
value of the retirement benefits that the
Executive would be entitled to receive
pursuant to Section 4(b)(viii) of the Prior
Agreement assuming the Executive
retired on the Effective Date.
4. Termination
of Employment. (a) Death or Disability. The Executive's
employment shall terminate automatically
upon the Executive's death during the
Employment Period. If the Company
determines in good faith that the Disability
of the Executive has occurred during the
Employment Period (pursuant to the
definition of Disability set forth below),
it may provide the Executive with
written notice in accordance with Section
11(b) of this Agreement of its
intention to terminate the Executive's
employment. In such event, the
Executive's employment with the Company
shall terminate effective on the 30th
day after receipt of such notice by the
Executive (the "Disability Effective
Date"), provided that, within the 30 days
after such receipt, the Executive
shall not have returned to full-time
performance of the Executive's duties. For
purposes of this Agreement, "Disability"
shall mean the absence of the Executive
from the Executive's duties with the
Company on a full-time basis for 180
consecutive business days as a result of
incapacity due to mental or physical
illness which is determined to be total and
permanent by a physician selected by
the Company or its insurers and acceptable
to the Executive or the Executive's
legal representative.
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(b) Cause. The
Company may terminate the Executive's employment during the
Employment Period either with or without
Cause. For purposes of this Agreement,
"Cause" shall mean:
(i) the Executive is convicted of, or pleads guilty or nolo
contendere
to a charge of commission of, a felony;
or
(ii) the Executive has engaged in willful gross neglect or
willful
gross misconduct in carrying out his
duties, which results in material economic
harm to the Company or in reputational harm
causing quantifiable material injury
to the Company.
For purposes of this provision, no act or
failure to act, on the part of the
Executive, shall be considered "willful"
unless it is done, or omitted to be
done, by the Executive in bad faith or
without reasonable belief that the
Executive's action or omission was in the
best interests of the Company. Any
act, or failure to act, based upon
authority given pursuant to a resolution duly
adopted by the Board or upon the
instructions of the CEO or based upon the
advice of counsel for the Company shall be
conclusively presumed to be done, or
omitted to be done, by the Executive in
good faith and in the best interests of
the Company. The cessation of employment of
the Executive shall not be deemed to
be for Cause unless and until there shall
have been delivered to the Executive a
copy of a resolution duly adopted by the
affirmative vote of not less than
two-thirds of the entire membership of the
Board at a meeting of the Board
called and held for such purpose (after
reasonable notice is provided to the
Executive and the Executive is given an
opportunity, together with counsel, to
be heard before the Board), finding that,
in the good faith opinion of the
Board, the Executive is guilty of the
conduct described in clause (ii) above,
and specifying the particulars thereof in
detail.
(c) Good Reason.
The Executive's employment may be terminated by the
Executive with or without Good Reason. For
purposes of this Agreement, "Good
Reason" shall mean in the absence of a
written consent of the Executive:
(i) the assignment to the Executive of any duties inconsistent in
any
respect with the Executive's position
(including status, offices, titles and
reporting requirements), authority, duties
or responsibilities as contemplated
by Section 3(a) of this Agreement, or any
other action by the Company which, in
the Executive's reasonable judgment,
results in a diminution in such position,
authority, duties or responsibilities,
excluding for this purpose an isolated,
insubstantial and inadvertent action not
taken in bad faith and which is
remedied by the Company promptly after
receipt of notice thereof given by the
Executive;
(ii) any failure by the Company to comply with any of the
provisions
of Section 3(b) of this Agreement, other
than an isolated, insubstantial and
inadvertent failure not occurring in bad
faith and which is remedied by the
Company promptly after receipt of notice
thereof given by the Executive;
(iii) any requirement by the Company that the Executive's services
be
rendered primarily at a location or
locations other than New York, New York;
(iv) any purported termination by the Company of the
Executive's
employment otherwise than as expressly
permitted by this Agreement; or
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(v) any failure by the Company to comply with and satisfy
Section
10(c) of this Agreement.
(d) Notice of
Termination. Any termination by the Company for Cause, or by
the Executive for Good Reason, shall be
communicated by Notice of Termination to
the other party hereto given in accordance
with Section 11(b) of this Agreement.
For purposes of this Agreement, a "Notice
of Termination" means a written notice
which (i) indicates the specific
termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts
and circumstances claimed to provide a
basis for termination of the Executive's
employment under the provision so indicated
and (iii) if the Date of Termination
(as defined below) is other than the date
of receipt of such notice, specifies
the termination date (which date shall be
not more than thirty days after the
giv
