EXHIBIT 10.1
Form of Amendment to Deferred
Compensation Agreement
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AMENDMENT NUMBER ONE
TO DEFERRED COMPENSATION AGREEMENT
This Amendment Number One (the "Amendment") is hereby made to the
Deferred Compensation Agreement dated ________ (the "Agreement") between
Provident Bank, a savings association having its principal offices at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Bank") and ___________________. (the
"Director").
WHEREAS, Section 5.1(a) of the Agreement provides that the Bank and the
Director may, by a written instrument signed by both parties, amend the
Agreement at any time, except that no amendment may accelerate distributions of
the Director's Deferral Account (as defined in the Agreement); and
WHEREAS, the parties desire to amend the Agreement in order to provide
that amounts deemed invested in common stock of Provident New York Bancorp (the
"Company") shall remain invested in such stock and shall be distributed in the
form of stock unless a change in control (as defined in the Agreement) occurs;
NOW THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Amendment, the Bank and the Director hereby agree as follows:
1. A new section 3.3(g) is hereby added as follows:
(g) Notwithstanding any provision of this Agreement to the
contrary, the following provisions shall apply with respect to deemed
investments in Company Stock.
(1) As of March 31, 2006, amounts deemed invested in Company
stock in accordance with the Director's investment recommendations
shall continue to be deemed invested in Company stock until such amount
is distributed, unless, within 60 days after the effective date of a
Change in Control of the Bank, the Director requests that all or a
portion of his Deferral Account balance be reinvested in a deemed
investment other than Company Stock.
(2) Any amounts deferred on or after March 31, 2006 that are
deemed to be invested in Company stock in accordance with the
Director's recommendations shall continue to be deemed invested in
Company stock until such amounts are distributed, unless, within 60
days after the effective date of a Change in Control of the Bank, the
Director requests that all or a portion of his Deferral Account balance
be reinvested in a deemed investment other than Company Stock.
(3) Effective March 31, 2006, all amounts deemed invested in
Company stock shall be distributed solely in the form of Company stock,
unless, within 60 days after the effective date of a Change in Control
of the Bank, the Director requested that all or a portion of his
Deferral Account balance be reinvested in a deemed investment other
than Company Stock, in which case the distribution of that amount shall
be made in cash.
2. A new section 4.1(c) is hereby added as follows:
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(c) Distribution in Company Stock. Notwithstanding any
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provision of this Agreement to the contrary, effective March 31, 2006,
all amounts deemed invested in Company stock shall be distributed
solely in the form of Company stock, unless, within 60 days after the
effective date of a Change in Control of the Bank, the Director
requested that all or a portion of his Deferral Account balance be
reinvested in a deemed investment other than Company Stock, in which
case the distribution of that amount shall be made in cash.
3. Section 4.2 is hereby amended as follows:
4.2 Death Prior to Complete Distribution of Deferral Account.
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Upon the death of the Director prior to the commencement of the
distribution of the amounts credited to his Deferral Account, the
balance of such Account shall be distributed to his Beneficiary in the
manner set forth under Section 4.1 hereof beginning on the first day of
the first calendar quarter coincident with or next following the date
the Director dies. In the event of the death of the Director after the
commencement of such distribution, but prior to the complete
distribution of his Deferral Account, the balance of the amounts
credited to his Deferral Account shall be distributed to his
Beneficiary over the remaining period during which such amounts were
distributable to the Director under Section 4.1 hereof. Notwithstanding
the above, the Board of Directors, in its sole discretion, may
accelerate the distribution of the Deferral Account upon the
Beneficiary's petition for acceleration based upon his incurring a
Hardship, in accordance with Section 4.5. Notwithstanding any provision
of this Agreement to the contrary, effective March 31, 2006, all
amounts deemed invested in Company stock shall be distributed solely in
the form of Company stock, unless, within 60 days after the effective
date of a Change in Control of the Bank, the Director requested that
all or a portion of his Deferral Account balance be reinvested in a
deemed investment other than Company Stock, in which case the
distribution of that amount shall be made in cash.
4. Section 4.3 is hereby amended as follows:
4.3 Accelerated Distribution Following a Change in Control.
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Notwithstanding any other provision of this Agreement, upon the written
request of the Director within sixty (60) days after a Change in
Control, the Director shall be paid a cash lump sum distribution of the
Director's vested Deferral Account balance. The amount payable shall be
the fair market value of the Deferral Account balance on the date of
distribution.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PROVIDENT BANK
By:
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Name:
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Title:
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DIRECTOR
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