Exhibit 10.3
NONCOMPETlTION
AGREEMENT
This Noncompetition Agreement (the
“Agreement”) is entered into as of November 2,
2006 (but effective immediately following the consummation of the
Merger (as such term is defined below) by and between New York
Community Bancorp, Inc. (“NYB”) and Joseph L. LaMonica
(the “Employee”).
WHEREAS, pursuant to an Agreement and Plan of Merger
dated as of November 2, 2006 (the “Merger
Agreement”), by and between NYB and PennFed Financial
Services, Inc. (“PFSI”), PFSI will merge with and into
NYB (the “Merger”);
WHEREAS, the Employee has served as a senior officer of
PFSI and its subsidiaries; and
WHEREAS, the parties hereto recognize and acknowledge
that the covenants set forth in this Agreement are necessary to
protect the business and goodwill acquired by NYB in connection
with the Merger;
NOW, THEREFORE,
in consideration of the mutual
covenants contained herein, and for other good and valuable
consideration, including the payments to be made to the Employee
pursuant to Section 5 of this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Noncompetition.
During his employment with New York
Community Bank, a wholly owned subsidiary of NYB and for a period
of three (3) years thereafter (the “Noncompete
Period”), the Employee shall not, without the prior written
consent of NYB, directly or indirectly, whether or not for
compensation, engage or invest in, own, manage, operate, finance,
control, or participate in the ownership, management, operation,
financing, or control of, be employed by, associated with, or in
any manner connected with, lend Employee’s name or any
similar name to, lend Employee’s credit to, or render
services or advice to, any business, including a savings bank,
savings and loan association, savings and loan holding company,
bank, bank holding company, mortgage company or similar type
financial institution (including, without limitation, a de
novo financial institution in its organizational phase), or any
direct or indirect subsidiary or affiliate of such entity, whose
products or activities compete or would compete in whole or in part
with the products or activities of NYB or its subsidiaries within a
twenty-five (25) mile radius of any of the offices of NYB or
any of its subsidiaries in existence immediately following the
consummation of the Merger (the “Noncompete Area”),
provided, however, that the Employee may purchase or otherwise
acquire up to (but not more than) five percent of any class of
securities of any enterprise (but without otherwise participating
in the activities of such enterprise). The Employee agrees that
this covenant is reasonable with respect to its duration,
geographical area, and scope. In the event of a breach by the
Employee of any covenant set forth in this Section 1 of this
Agreement, the term of such covenant will be extended by the period
of the duration of such breach;
2. Nonsolicitation.
During the Noncompete Period, the
Employee will not, directly or indirectly, either for himself or
any other Person (as defined herein), (i) induce or attempt to
induce any employee of NYB or its subsidiaries to leave the employ
of NYB or its subsidiaries, (ii) in any way interfere with the
relationship between NYB or its subsidiaries and any employee of
NYB or its subsidiaries, (iii) employ, or otherwise engage as
an employee, independent contractor, or otherwise, any employee of
NYB or its subsidiaries, or (iv) induce or attempt to induce
any customer, supplier, licensee, or business relation of NYB or
its subsidiaries to cease doing business with NYB or its
subsidiaries, or in any way interfere with the relationship between
any customer, supplier, licensee, or business relation of NYB or
its subsidiaries. During the Noncompete Period, the Employee will
not, directly or indirectly, either for himself or any other Person
solicit the business of any Person known to the Employee to be a
customer of NYB or its subsidiaries, whether or not the Employee
had personal contact with such Person,
with respect to products or activities which
compete in whole or in part with the products or activities of NYB
or its subsidiaries. For purposes of this Agreement,
“Person” shall include an individual, trust, estate,
corporation, limited liability company, sav
