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Exhibit 10.3
PROVIDENT NEW YORK BANCORP
SUPPLEMENTAL EXECUTIVE AGREEMENT
WHEREAS, Daniel G.
Rothstein ("Executive") and Provident New York
Bancorp (the
"Company")
desire to enter into this Supplemental Executive
Agreement
("Supplemental
Agreement") to
supplement
the Amended and
Restated
Employment Agreement
between Executive and Provident
Bank (the "Bank"),
the
wholly-owned
subsidiary of the Company, dated_________, 2006 (the "Employment
Agreement"); and
WHEREAS, tax law
provisions relating to
"golden parachute
payments"
could have the effect of reducing the benefits intended to be provided to
Executive under the Employment Agreement and Executive's
supplemental
executive
retirement plan as a
result of a change in control of the Company or the Bank;
and
WHEREAS, the benefits
intended to be
provided to the Executive under
the Employment Agreement could also be subject to reduction by
reason of the OTS
limitation on
severance benefits
described in Section
7(e) of the
Employment
Agreement; and
WHEREAS, Board believes that it is in the best interests of the
Company
and its shareholders
that the Employment
Agreement provide the
Executive with
the benefits intended
to be provided
thereunder without
reduction because
of
excise taxes relating
to a change in control or because of limits on what might
be deemed appropriate for payment by a federally chartered savings
institution;
and
WHEREAS, the
Company and Executive desire to enter into this
Supplemental Agreement
for the purpose of providing further incentive to
Executive to achieve
successful results in the management and operations of the
Company.
NOW, THEREFORE,
in consideration of the mutual covenants herein
contained, and upon
the other terms and conditions hereinafter provided, the
parties hereto hereby agree as follows:
1. In the event of a termination of Executive's employment with the
Bank under
Section 7(a) of the Employment Agreement (as defined in the
Employment Agreement),
Executive shall be entitled to receive, pursuant to this
Supplemental
Agreement, an amount
payable by the
Company, in addition
to any
compensation or
benefits payable by
the Bank pursuant to
Section 7(b) of
the
Employment Agreement,
which amount shall equal the difference, if any, between
(i) the amount that
would be paid by the Bank under the Employment Agreement
pursuant to Sections 7(b) without regard to any reduction
that may be
required
by Section 7(e),
and (ii) the amount
that is actually paid
under the terms of
the Employment Agreement.
2. (a) In the event that any payments or benefits provided or to be
provided to the
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