EXHIBIT 10.21
AMENDMENT NUMBER 1
TO THE
CHANGE IN CONTROL SEVERANCE AGREEMENT
AMONG
INDEPENDENCE COMMUNITY BANK CORP.
INDEPENDENCE COMMUNITY BANK
AND
--------------------
WHEREAS, Independence Community Bank Corp., a Delaware corporation (the
"Corporation"), Independence Community Bank, a New York-chartered savings bank
(the "Bank") [(which at the time was known as "Independence Savings Bank")],
and _______ (the "Executive") entered into a Change in Control Severance
Agreement dated _______ , (such Agreement referred to hereinafter as the
"Agreement");
WHEREAS, the Board of Directors of the Corporation and the Bank (the
Corporation and the Bank are collectively referred to hereinafter as the
"Employers") and Executive desire to amend the Agreement to reflect certain
mutually agreed upon revisions.
NOW, THEREFORE, the Employers and Executive do hereby agree to amend
the Agreement as follows:
1. Section 1(a) of the Agreement is hereby deleted and replaced in its
entirety by the following:
ANNUAL COMPENSATION. The Executive's "Annual
Compensation" for purposes of this Agreement shall be deemed to mean
the highest level of aggregate base salary and incentive compensation
(whether cash or equity based as provided herein) paid to the Executive
by the Employers or any subsidiary thereof during the calendar year in
which the Date of Termination occurs (determined on an annualized
basis) or either of the two calendar years immediately preceding the
calendar year in which the Date of Termination occurs. For purposes of
this Agreement, "incentive compensation" shall include both cash and
equity-based incentive compensation; provided, however, that for
purposes of this Agreement equity-based incentive compensation shall
only include grants of restricted share awards ("Restricted Share
Incentive Awards") resulting from incentive compensation awards under
the Executive Management Incentive Compensation Plan (the "Incentive
Plan") and not options and restricted stock awards granted pursuant to
the 1998 Stock Option Plan, the 1998 Recognition and Retention Plan and
Trust Agreement or the 2002 Stock Incentive Program (collectively, the
"Equity Plans") except to the extent that any such Restricted Share
Incentive Awards are granted under said Equity Plans solely as a result
of incentive awards made pursuant to the terms of the Incentive Plan or
any successor thereto; provided, further, that in the event that at the
time of termination the equity-based portion of an incentive
compensation grant has not fully vested, solely for purposes of
determining the amount of severance due Executive pursuant to the terms
of Section 2(a) hereof, such unvested Restricted Share
Incentive Award shall be deemed to have been vested and paid as of the
date of the Executive's termination of employment. For purposes of
determining the value of the Restricted Share Incentive Award deemed
vested as of the date of termination in order to determine the
severance due Executive hereunder, the number of shares subject to the
Restricted Share Incentive Award shall be multiplied by the fair market
value of a share of common stock of the Corporation, determined as of
the date of the grant of the Restricted Share Incentive Award.
2. All other sections and provisions in the Agreement shall
continue in full force and effect and are incorporated by reference into this
Amendment No. 1.
This Amendment No. 1 to the Agreement shall be deemed effective as of
____________ ___, 2003.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 to the Agreement as of this _____ day of ________ 2003.
INDEPENDENCE COMMUNITY BANK CORP.
ATTEST:
______________________________________ By: ____________________________________
Xxxx X. Xxxxxxx, Senior Vice President Title:
and Counsel
INDEPENDENCE COMMUNITY BANK
ATTEST:
______________________________________ By: ____________________________________
Xxxx X. Xxxxxxx, Senior Vice President Title:
and Counsel
EXECUTIVE
______________________________________ ________________________________________
Witness [Executive's Name]
