CHANGE IN CONTROL SEVERANCE AGREEMENT
EXHIBIT
10.1
THIS
CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) made December 26, 2007,
between STERLING BANKS, INC. (the “Corporation”), the holding company for
STERLING BANK, a New Jersey chartered bank (the “Bank” and collectively with the
Corporation, the “Employer”), and R Xxxxx Xxxxxx (the “Officer”).
WITNESSETH
WHEREAS,
in order to induce the Officer to be employed by the Bank and in consideration
of the Officer’s agreeing to be employed by the Bank, the parties desire to
specify the severance benefits which shall be due the Officer by the Employer
in
the event that the Officer’s employment with the Bank is terminated under
specified circumstances.
NOW
THEREFORE, in consideration of the mutual agreements herein contained, and
upon
the other terms and conditions hereinafter provided, the parties hereby agree
as
follows:
1. Definitions. The
following words and terms shall have the meanings set forth below for the
purposes of this Agreement:
(a) Cause. “Cause”
shall mean (i) the conviction of, or a plea of guilty or nolo contendere by,
the
Officer to a felony, (ii) the issuance by any federal or state banking authority
of a final order directing that the Corporation or the Employer terminate the
Officer’s employment, or (iii) the willful engagement by the Officer in
misconduct, or engagement by the Officer in conduct or lack of conduct
evidencing dishonesty or neglect, which is materially detrimental to the
Corporation or the Bank, monetarily or otherwise.
(b) Change
in Control of the
Corporation. A “Change in Control” of the Corporation shall
mean the occurrence of any of the following: (i) an event that
would be required to be reported in response to Item 5.01 of Form 8-K or Item
6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange
Act
of 1934, as amended (“Exchange Act”), or any successor thereto, whether or not
any class of securities of the Corporation is registered under the Exchange
Act;
(ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation’s then outstanding securities; or (iii) during any period of three
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Corporation cease for any reason to constitute
at
least a majority thereof unless the election, or the nomination for election
by
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
the
period.
(c) Code. “Code”
shall mean the Internal Revenue Code of 1986, as amended.
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(d) Date
of
Termination. “Date of Termination” shall mean (i) if the
Officer’s employment is terminated for Cause or for Disability, the date
specified in the Notice of Termination, (ii) if the Officer’s employment is
terminated due to the Officer’s death, the date of death, and (iii) if the
Officer’s employment is terminated for any other reason, the date on which a
Notice of Termination is given or as specified in such Notice.
(e) Disability. Termination
by the Employer of the Officer’s employment based on “Disability” shall mean
termination because of any physical or mental impairment which qualifies the
Officer for disability benefits under the applicable long-term disability plan
maintained by the Employer or any subsidiary or, if no such plan applies, which
would qualify the Officer for disability benefits under the Federal Social
Security System.
(f) Effective
Date. The Effective Date of this Agreement shall mean the date
first above written.
(g) Good
Reason. Termination by the Officer of the Officer’s employment
for “Good Reason” shall mean termination by the Officer subsequent to the first
thirty (30) days following a Change in Control of the Corporation, but prior
to
the first twenty-four (24) months following such Change in Control of the
Corporation, and the occurrence of one of the following:
(i) Without
the Officer’s express written consent, the assignment by the Bank to the Officer
of substantial duties that are materially inconsistent with the Officer’s duties
and responsibilities as an Officer of the Bank immediately prior to a Change
in
Control of the Corporation;
(ii) Without
the Officer’s express written consent, a reduction by the Employer in the
Officer’s base salary as in effect immediately prior to the date of the Change
in Control of the Corporation or as the same may be increased from time to
time
thereafter or a material reduction in the package of fringe benefits provided
to
the Officer;
(iii) The
principal executive office of the Bank is relocated by more than 45 miles from
the current principal executive office of the Bank or, without the Officer’s
express written consent, the Employer requires the Officer to be based anywhere
other than an area within 45 miles of the location of the Bank’s current
principal executive office, except for required travel on business of the Bank
to an extent substantially consistent with the Officer’s present business travel
obligations;
(iv) Any
purported termination by the Bank of the Officer’s employment for Disability
which is not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (i) below; or
(v) The
failure by the Bank to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 5
hereof.
Notwithstanding
anything in this Agreement to the contrary, in the event that the Corporation
receives a Notice of Termination from the Officer notifying the Corporation
of
the occurrence of
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an
event
giving rise to Good Reason within ninety (90) days of the occurrence of such
event, the Corporation shall be given 30 days from the date it receives such
Notice of Termination to remedy such event. In the event that the
Corporation cures such condition within such 30-day period, the event shall
not
give rise to Good Reason. Any amounts payable upon a Good Reason termination
under this Agreement shall be paid only if the Officer actually terminates
employment within two (2) years following the initial existence of the event
giving rise to Good Reason.
(h) IRS. IRS
shall mean the Internal Revenue Service.
(i) Notice
of
Termination. Any purported termination of the Officer’s
employment by the Employer for any reason, including without limitation for
Cause, Disability or Retirement, or by the Officer for any reason, including
without limitation for Good Reason, shall be communicated by written “Notice of
Termination” to the other party hereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a dated notice which
(i) indicates the specific termination provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Officer’s employment under the
provision so indicated, (iii) specifies a Date of Termination, which shall
be not less than thirty (30) nor more than ninety (90) days after such Notice
of
Termination is given, except in the case of the Employer’s termination of the
Officer’s employment for Cause, which shall be effective immediately; and (iv)
is given in the manner specified in Section 6 hereof.
(j) Retirement. “Retirement”
shall mean voluntary termination by the Officer in accordance with the
Employer’s retirement policies, including early retirement, generally applicable
to Bank’s salaried employees.
2. Rights
and Benefits Upon Termination.
(a) General. The
Officer’s employment under this Agreement may be terminated at any time for any
reason by action of the Employer upon sending a Notice of Termination to the
Officer and the Officer may resign at any time for any reason upon sending
a
Notice of Termination to the Employer.
(b) Termination
Absent a Change
in Control. In the event that the Officer’s employment is
terminated by the Bank for Cause, Disability, Retirement, the Officer’s death,
or for any other reason or the Officer voluntarily resigns and no Change in
Control shall have occurred at, or within the twelve (12) months prior to,
the
Date of Termination, then the Officer shall have no right to any compensation
or
other benefits under this Agreement for any period after the applicable Date
of
Termination.
(c) Termination
Following a
Change in Control. In the event that the Employer terminates
the Officer’s employment for any reason other than Cause or the Officer
voluntarily terminates employment for any reason, by delivering a Notice of
Termination to the other party hereto within thirty (30) days following a Change
in Control of the Corporation, then the Employer shall pay to the Officer a
lump
sum cash amount equal to two (2) times the Officer’s salary as of the Date of
Termination (or prior to any reduction thereof resulting in a Good Reason
resignation), within thirty (30) days of the Date of Termination. In
addition, for a period
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of
two
(2) years from the Date of Termination, Officer shall receive a continuation
of
all normal welfare benefits in effect with respect to Officer during the two
(2)
calendar years prior to Officer’s termination of employment, or, if Employer
cannot provide such benefits because Officer is no longer an employee, within
thirty (30) days following the Date of Termination, a lump sum cash payment
equal to the Officer’s cost of obtaining such benefits on his or her own (or
substantially similar benefits), increased for any federal or state income
taxes
the Officer is required to pay on such amount. The Officer shall also
be entitled to receive, in a lump sum cash payment within thirty (30) days
following the Date of Termination, an amount equal to two (2) times the value
of
the Bank’s annual reimbursement limit for club dues and automobile expenses in
effect with respect to Officer during the two (2) calendar years prior to
Officer’s termination of employment.
(d) Term
of Employment Following
a Change in Control. If a Change in Control of the Corporation
occurs and the Officer: (i) does not elect to voluntarily terminate employment
within the first thirty (30) days of such Change in Control; and (ii) remains
employed with the Bank subsequent to the thirty-day period following such Change
in Control, the Officer will thereupon be deemed to have been engaged by the
Bank, and will thereupon be deemed to have accepted employment with the Bank,
in
the Officer’s then current position and corporate office, for a term of
employment of two (2) years from the date of the Change in Control (the “Term of
Employment”). During the Term of Employment, the Officer will continue to
perform substantially the same duties that the Officer performed prior to the
Change in Control. As compensation for the services to be rendered by the
Officer during the Term of Employment, the Bank will pay to the Officer, the
Officer’s base salary at the rate in effect at the time of the Change in
Control, and the Officer will also participate in such benefit plans as are
generally made available to senior executive employees; provided, however,
that
such benefits must be at least comparable to those benefits received by the
Officer immediately prior to the commencement of the Term of
Employment.
(A) In
the
event that: (1) the Officer’s employment is terminated by the Bank other than
for Cause, Disability, Retirement, or the Officer’s death during the final
twenty-three (23) months of the Term of Employment; or (2) the Officer
terminates employment for Good Reason, then:
(i) The
Officer shall be entitled to receive an amount equal to the Officer’s salary as
of the Date of Termination, paid in equal monthly installments commencing with
the first business day of the month immediately following the Date of
Termination and continuing through the end of the Term of Employment (subject
to
a twenty-three (23) month maximum).
(ii) In
addition, for the period from the Date of Termination through the end of the
Term of Employment (subject to a twenty-three (23) month maximum), the Officer
shall receive a continuation of all normal welfare benefits and other fringe
benefits, including, but not limited to, club dues and automobile expenses,
in
effect with respect to Officer during the two (2) calendar years prior to
Officer’s termination of employment, or, if Employer cannot provide such
benefits because Officer is no longer an employee, within thirty (30) days
following the Date of Termination, a lump sum cash payment equal to the
Officer’s cost of obtaining such benefits on his or her own (or substantially
similar benefits), increased for any federal or state income taxes the Officer
is required to pay on such amount.
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(B) Notwithstanding
the foregoing, in the event the Officer is eligible to receive the payments
and
benefits described in Section 2(c), the Officer shall not be eligible
to receive any of the payments and benefits described in this Section
2(d).
(e) Notwithstanding
anything in Section 2 to the contrary, to the extent that payments are made
from
the Date of Termination of the Officer’s employment through March 15th of the
calendar year following such termination, they are intended to constitute
separate payments for purposes of Treas. Reg. § 1.409A-2(b)(2) and thus payable
pursuant to the “short-term deferral” rule set forth in Treas. Reg. §
1.409A-1(b)(4); to the extent such payments are made following said March 15th,
they are intended to constitute separate payments for purposes of Treas. Reg.
§
1.409A-2(b)(2) made upon an involuntary termination from service and payable
pursuant to Treas. Reg. § 1.409A-1(b)(9)(iii), to the maximum extent permitted
by said provision. Notwithstanding the foregoing, if the Corporation
determines that any other payments hereunder fail to satisfy the distribution
requirement of Code Section 409A(a)(2)(A), the payment of such benefit shall
be
delayed to the minimum extent necessary so that such payments are not subject
to
the provisions of Code Section 409A(a)(1).
(f) To
the
extent that the payment of any amount due under Section 2 hereof is delayed
by
reason of Section 409A(a)(2)(B)(i) of the Code, the Employer shall, on or as
soon as practicable after the Date of Termination, contribute the amounts
otherwise payable pursuant to Section 2 hereof, together with six months
interest thereon at 120% of the applicable federal rate, to a grantor (“rabbi”)
trust of which the Officer is the sole beneficiary (subject to the claims of
the
Employer’s creditors, as required pursuant to applicable Internal Revenue
Service guidance to prevent the imputation of income to the Officer prior to
distribution from the trust), pursuant to which the amounts payable pursuant
to
Section 2 hereof shall be payable from the trust, together with the appropriate
amount of interest at 120% of the applicable federal rate, on or as soon as
practicable and in any event within five (5) days after the date that is six
(6)
months after the Date of Termination, provided that to the extent such amount
is
paid to the Officer by the Employer, the trust shall pay such amount to the
Employer.
(g) To
the
extent it is determined that any benefits under this Section are taxable to
the
Officer, they are intended to constitute payments made upon an involuntary
termination from service and payable pursuant to Treas. Reg.
§1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision and
to
the extent the payment of such taxable benefits would exceed the specified
time
period under Treas. Reg. §1.409A-1(b)(9)(iii), Officer shall be paid, within 15
days of the Date of Termination, a lump sum amount in cash equal to the present
value (determined based upon 120% of the then prevailing monthly short-term
applicable federal rate) of the Employer’s cost, as of the Date of Termination,
of otherwise providing such benefit beyond the specified time period under
Treas. Reg. §1.409A-1(b)(9)(iii).
(h) It
is the
intention of the parties that no payment be made or benefit provided to the
Officer pursuant to this Agreement that would constitute an “excess parachute
payment” within the meaning of Section 280G of the Code and any regulations
thereunder, thereby resulting in a loss of an income tax deduction by the
Corporation or the imposition of an excise tax on the Officer under Section
4999
of the Code. If the independent accountants serving as auditors for the
Corporation on the date of a Change in Control (or any other accounting firm
designated by the Corporation) determine that some or all of the payments or
benefits scheduled
5
under
this Agreement, as well as any other payments or benefits on a Change in
Control, would be nondeductible by the Corporation under Section 280G
of the Code, then the payments scheduled under this Agreement will be reduced
to
one dollar less than the maximum amount which may be paid without causing any
such payment or benefit to be nondeductible. The determination made as to the
reduction of benefits or payments required hereunder by the independent
accountants shall be binding on the parties. The Officer shall have the right
to
designate within a reasonable period, which payments or benefits will be
reduced; provided, however, that if no direction is received from Officer,
the
Corporation shall implement the reductions in its discretion.
(i) Execution
of Amendment and
Release. As a condition to the Officer's right to receive the payments
and benefits otherwise required under this section, he shall execute and deliver
to the Employer a form of Release Agreement substantially in the form of Exhibit
A, attached hereto.
3. Mitigation;
Exclusivity of Benefits.
(a) The
Officer shall not be required to mitigate the amount of any benefits hereunder
by seeking other employment or otherwise.
(b) The
specific arrangements referred to herein are not intended to exclude any other
benefits that may be available to the Officer upon a termination of employment
with the Employer pursuant to employee benefit plans of the Employer or
otherwise.
4. Withholding. All
payments required to be made by the Employer hereunder to the Officer shall
be
subject to the withholding of such amounts, if any, relating to tax and other
payroll deductions as the Employer may reasonably determine should be withheld
pursuant to any applicable law or regulation.
5. Assignability. The
Employer may assign this Agreement and its rights and obligations hereunder
in
whole, but not in part, to any corporation, bank or other entity with or into
which the Employer may hereafter merge or consolidate or to which the Employer
may transfer all or substantially all of its assets, if in any such case said
corporation, bank or other entity shall by operation of law or expressly in
writing assume all obligations of the Employer hereunder as fully as if it
had
been originally made a party hereto, but may not otherwise assign this Agreement
or its rights and obligations hereunder. The Officer may not assign
or transfer this Agreement or any rights or obligations hereunder.
6. Notice. For
the purposes of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been
duly
given when delivered or mailed by first-class certified or registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth below:
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To
the Employer:
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Secretary
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Sterling
Bank
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0000
Xxxxx 00
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Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
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6
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To
the Officer:
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R
Xxxxx Xxxxxx
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00
Xxxxxx Xx.
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Xxxxxxx,
XX 00000
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7. Amendment;
Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to
in writing and signed by the Officer and such officer or officers as may be
specifically designated by the Board of Directors of the Employer to sign on
its
behalf. No waiver by any party hereto at any time of any breach by
any other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver
of
similar or dissimilar provisions or conditions at the same or at any prior
or
subsequent time.
8. Governing
Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the substantive laws of
the
State of New Jersey and otherwise by the laws of the United States where
applicable.
9. Nature
of
Employment and Obligations.
(a) Nothing
contained herein shall be deemed to create other than a terminable at will
employment relationship between the Employer and the Officer, and the Employer
may terminate the Officer’s employment at any time, subject to providing any
payments specified herein in accordance with the terms hereof.
(b) Nothing
contained herein shall create or require the Employer to create a trust of
any
kind to fund any benefits that may be payable hereunder, and to the extent
that
the Officer acquires a right to receive benefits from the Employer hereunder,
such right shall be no greater than the right of any unsecured general creditor
of the Employer.
10. Term
of Agreement. The term of this Agreement shall run from the
Effective Date through and including October 1, 2008. Prior to October 1, 2008
and each October 1 thereafter, this Agreement shall extend for an additional
year until such time as the Board of Directors of the Employer or the Officer
gives notice in accordance with the terms of Section 6 hereof of its or the
Officer’s election, respectively, not to extend the terms of this
Agreement. Such written notice of the election not to extend must be
given not less than thirty (30) days prior to any such October 1. If
any party gives timely notice that the term will not be extended as of any
October 1, then this Agreement shall terminate at the conclusion of its
remaining term. References herein to the term of this Agreement shall
refer both to the initial term and successive terms.
11. Headings. The
Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
7
12. Validity. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.
13. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original but all of which together will constitute one and
the
same instrument.
14. Entire
Agreement. This Agreement embodies the entire agreement
between the Employer and the Officer with respect to the matters agreed to
herein. All prior agreements between the Employer and the Officer
with respect to the matters agreed to herein are hereby superseded and shall
have no force or effect.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the
day and year first above written.
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Attest
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STERLING
BANK
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/s/
Xxxx X. Xxxxx,
Xx.
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By:
/s/
Xxxxxx X.
Xxxx
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Xxxx
X. Xxxxx, Xx.
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Xxxxxx
X. Xxxx
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Senior
Vice President
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President
and Chief Executive Officer
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By:
/s/
Xxxxxx X.
Xxxx
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Xxxxxx
X. Xxxx
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President
and Chief Executive Officer
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By:
/s/
R. Xxxxx
Xxxxxx
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“Officer”
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8
EXHIBIT A
Form
of Release
RELEASE
AGREEMENT
THIS
RELEASE AGREEMENT(the “Release Agreement”) is made as of this ______ day of
_________,20__, by and between STERLING BANKS, INC. (the “Corporation”), the
holding company for STERLING BANK, a New Jersey chartered bank (the “Bank” and
collectively with the Corporation, the “Employer”) and ___________________ (the
“Officer”). In consideration of the mutual agreements set forth below, the
Officer and the Employer hereby agree as follows:
1. General
Release. In
consideration of the payments and benefits required to be provided to the
Officer under the Change in Control Severance Agreement between the Employer
and
the Officer, dated ________________ (the “Agreement”) and after consultation
with counsel, the Officer, for himself and on behalf of each of the Officer's
heirs, executors, administrators, representatives, agents, successors and
assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally
releases and forever discharges the Employer, its majority owned subsidiaries
and affiliated companies, and each of its officers, employees, directors,
shareholders and agents (collectively, the “Releasees”) from any and all claims,
actions, causes of action, rights, judgments, obligations, damages, demands,
accountings or liabilities of whatever kind or character (collectively,
“Claims”), including, without limitation, any Claims under any federal, state,
local or foreign law, that the Releasors may have, or in the future may possess,
arising out of (i) the Officer's employment relationship with and service as
an
employee, officer or director of the Employer and any of its majority-owned
subsidiaries and affiliates, or the termination of the Officer's service in
any
and all of such relevant capacities, (ii) the Agreement, or (iii) any event,
condition, circumstance or obligation that occurred, existed or arose on or
prior to the date hereof; provided, however, that the release set forth herein
shall not apply to (iv) the payment and/or benefit obligations of the Employer
under the Agreement, and (v) any claims Officer, may have under any plans or
programs not covered by the Agreement in which Officer participated and under
which Officer has accrued and become entitled to a benefit. Except as provided
in the immediately preceding sentence, the Releasors further agree that the
payments and benefits the Employer makes and provides as required by the
Agreement shall be in full satisfaction of any and all Claims for payments
or
benefits, whether express or implied, that the Releasors may have against the
Employer or any of its affiliates arising out of the Officer's employment
relationship under the Agreement and the Officer's service as an employee,
officer or director of the Employer under the Agreement or the termination
thereof, as applicable.
2. Specific
Release of ADEA and
CEPA Claims. In further consideration of the payments and benefits
provided to the Officer under the Agreement, the Releasors hereby
unconditionally release and forever discharge the Releasees from any and all
Claims that the Releasors may have in connection with the Officer's employment
or termination of employment, arising under the Federal Age Discrimination
in
Employment Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder (“ADEA”), under the New Jersey Conscientious Employee
Protection Act (“CEPA”), or any other applicable state or federal law
9
directly
affecting the employment relationship between the Releasor and the Releasee.
By
signing this Release Agreement, the Officer hereby acknowledges and confirms
the
following:(i) the Officer was advised by the Employer or his then employer
in
connection with his termination of employment or retirement to consult with
an
attorney of his choice prior to signing this Release Agreement and to have
such
attorney explain to the Officer the terms of this Release Agreement, including,
without limitation, the terms relating to the Officer's release of claims
arising under the ADEA and the CEPA, and the Officer has in fact consulted
with
an attorney; (ii) the Officer was given a period of not fewer than 21 days
to
consider the terms of. this Release Agreement prior to its signing; and (iii)
the Officer knowingly and voluntarily accepts the terms of this Release
Agreement.
3. No
Assignment. The
Officer represents and warrants that he has not assigned any of the Claims
being
released hereunder.
4. Claims.
The Officer
represents that he has not instituted, assisted or otherwise participated in
connection with, any action, complaint, claim, charge, grievance, arbitration,
lawsuit, or administrative agency proceeding, or action at law or otherwise
against the Releasees. The Officer agrees that he shall not hereafter institute,
assist or otherwise participate in connection with any arbitration or lawsuit
asserting Claims released by Section 1.
5. Revocation.
This
Release Agreement may be revoked by the Officer within the seven-day period
commencing on the date the Officer signs this Release Agreement (the “Revocation
Period”). In the event of any such revocation by the Officer, all obligations of
the parties under this Release Agreement shall terminate and be of no further
force and effect as of the date of such revocation. No such revocation by the
Officer shall be effective unless it is in writing and signed by the Officer
and
received by the Employer prior to the expiration of the Revocation Period.
If
this Release Agreement is revoked, the Officer agrees to return to the Employer
any payments made to him in connection with the Release Agreement other than
compensation theretofore earned in the ordinary course. In the event of
revocation, the Officer shall not be entitled to any payment or benefit under
the Agreement, the receipt of which is conditioned on the Officer's execution
of
this Release Agreement and the absence of any revocation prior to the expiration
of the Revocation Period.
6. Non-Disparagement.
The Officer agrees not to disparage or criticize the Releasees, or any of them,
or otherwise speak of Releasees, or any of them, in any negative or unflattering
way to anyone with regard to any matters relating to the Officer's employment
by
the Employer or any of its affiliated companies or the business or employment
practices of such business entities. The Employer agrees, on behalf of itself
and its affiliated companies, not to disparage or criticize the Officer or
otherwise speak of the Officer in any negative or unflattering way to anyone
with regard to any matters relating to the Officer's employment with the
Employer or any of its affiliated companies. The parties understand that this
provision is a material provision of this Release Agreement. This section shall
not operate as a bar to (i) statements reasonably necessary to be made in any
judicial, administrative or arbitral proceeding, or (ii) internal communications
between and among the employees of the Employer and its affiliated companies
with a job-related need to know about this Release Agreement or matters related
to the administration of this Release Agreement,
10
IN
WITNESS WHEREOF, the Employer (on its behalf and on behalf of its affiliated
companies) and the Officer, intending to be legally bound, have executed this
Release Agreement on the day and year first above written.
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Attest
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STERLING
BANK
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By:
_____________
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_____________________
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Xxxxxx
X. Xxxx
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Secretary
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President
and Chief Executive Officer
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By:
__________________
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Xxxxxx
X. Xxxx
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President
and Chief Executive Officer
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By:
___________________
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“Officer”
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11
