Exhibit 10.1
April 5, 2005
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Re:
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Transition
Arrangements
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Dear Mr. Puorro:
We are proposing the following transition
arrangements in recognition of your service to New York Community
Bancorp, Inc. (the “ Holding Company ”), New
York Community Bank (the “ Bank ”), their
affiliates and their respective predecessors (together, as
constituted from time to time, the “ Group ”).
The Group appreciates your considerable contributions during the
transition period following the Roslyn Bancorp
transaction.
On your agreement, this letter becomes your
T RANSITION A GREEMENT (this “ Agreement ”) with the
Holding Company and the Bank.
1. Your Transition
Effective as of April 5, 2005, you are retiring
from your positions as Executive Vice President and Chief Financial
Officer of both the Holding Company and the Bank (as well as from
any other position you may hold as a director, officer or employee
of any member of the Group). For your reference, we are attaching
as Annex 1 the form of the announcement we will be making in
connection with your departure.
2. Transition Benefits
Subject to the terms of this Agreement, you and
we agree that your retirement will be treated as an “Event of
Termination” under Section 4(a) of your Amended and Restated
Employment Agreement, effective as of November 30, 2004 (your
“ Existing Employment Agreement ”), by and among
the Holding Company, the Bank and you.
As a result, you and we agree that your
retirement entitles you to the following under Section 4 of your
Existing Employment Agreement and under any other plan, contract or
arrangement of the Group (together, your “ Transition
Benefits ”):
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(a)
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A payment of
$1,365,364.71, representing the lump sum payment contemplated by
Section 4(b) of your Existing Employment Agreement;
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(b)
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The medical,
health and dental benefits contemplated by Section 4(c) of your
Existing Employment Agreement; and
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(c)
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The other
payments and benefits listed on Annex 2 , which represent
all of the other benefits and payments to which you are entitled
under any plan, contract or arrangement of the Group.
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3. Release
You will not be entitled to your Transition
Benefits until (a) you execute and deliver to the Holding Company a
release in the form of Annex 3 (the “ Release
”) and (b) the Release becomes effective. If the Release has
not been executed and delivered to the Holding Company within 21
days of the date of this letter or if the Release is validly
revoked, this Agreement will become void and have no further
effect. Executing the Release will significantly affect your
rights, and we strongly advise you
