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NORTH EXHIBIT 10.11(a)
FORK
BANK
September 14, 1995
Xx. Xxxxx Xxxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Re: Termination of the Employment with
North Fork Bank (the "Bank")
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Dear Xx. Xxxxxx:
This letter confirms the mutually agreed arrangement concerning the
termination of your employment with the Bank. Effective August 25, 1995, the
"Termination Date", the Bank has accepted your resignation from employment. In
connection with and in consideration of this termination and the release
described below, the Bank will pay to you and make available to you the sums
and benefits in the manner described below. These sums and benefits are in
excess of what the Bank is required to provide to you and are in complete
satisfaction of all amounts which are or may be due pursuant to the Bank's
letter of March 31, 1994 regarding your employment, or any other agreement or
on any other basis. This letter shall not be construed as an admission of
wrongdoing by you or by the Bank or any of its officers, directors, or
employees. This letter is written without prejudice and shall not be effective
until the provisions of paragraph 12 below are met.
1. SEVERANCE PAYMENT: You have received a severance payment in the
sum of $8,653.85 less required withholding and deductions and will receive
further severance payments of $367,788.63 and $75,000.00, each less required
withholding and deductions, within 5 days after the occurrence of the Last
Revocation Day (as defined below) without this agreement being revoked.
2. USE OF AUTOMOBILE: You will return to the Bank the leased vehicle
now in your possession promptly after the Last Revocation Day.
3. STOCK OPTIONS: You currently hold the following non-qualified
stock options with regard to the stock of North Fork Bancorporation, Inc. which
are fully vested. You must exercise these options at your own cost and expense,
(and pay all taxes incident to the exercise) by the expiration date indicated
or they will lapse.
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NUMBER OF SHARES EXERCISE PRICE EXPIRATION DATE
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20,000 $14.125 August 25, 1996
You have exercised your options with respect to 10,000 shares of North
Fork Bancorporation, Inc. stock at 14.19.
4. RESTRICTED STOCK: The grant of 5,000 restricted shares of North
Fork Bancorporation, Inc. has not vested in whole or in part, and is forfeited
effective on the Termination Date.
5. LONG TERM DISABILITY: You will be entitled to convert your
coverage under the Bank's Long Term Disability Plan to coverage under a Group
Long Term Disability Conversion Policy under the terms and subject to the
limitations of the Conversion Policy, provided you meet all requirements of
eligibility for conversion and timely submit all required documentation. If you
so convert, the Bank will pay premiums through December 31, 1995. You will be
responsible for premiums thereafter. One of the conditions of eligibility is
application within thirty-one (31) days of the Termination Date. Coverage is not
available if you are or become insured for Long Term Disability insurance under
another insurance plan within thirty-one (31) days after the Termination Date.
6. HEALTH AND MEDICAL BENEFITS: Since you did not participate in
the Bank's health and medical benefit plan, you are not entitled to COBRA
coverage. However, since you participated in the Flexible Spending Account
Program, you are entitled to extend this participation through COBRA. You must
elect to do so.
7. RETIREMENT PLANS: Your participation in the Bank's 401(K) Plan
ended upon the Termination Date. Your contributions to the 401(K) program are
available to you in accordance with law. However, the Bank's contributory
portion of your 401(K) is forfeited since it was not vested. You have not and
will not pursuant to this letter vest in the Bank's cash balance retirement
plan and all amounts therein are forfeited.
8. BANK EQUIPMENT: You shall immediately return all Bank property
in your possession or entrusted to you, including but not limited to fax machine
and cellular telephone.
9. RELEASE: a. In consideration of the provisions of this letter
you release the Bank, North Fork Bancorporation, Inc., and all of their
subsidiaries and affiliates, "Companies", and all of the Companies' officers,
directors and employees, all of the foregoing, collectively "Releasees", from
all claims and demands you may have arising out of your employment and
termination of employment. This release includes, but is not limited to, claims
arising under the Federal Age Discrimination in Employment Act, the Federal
Equal Opportunity Employment Act and the New York State Human Rights Law and
any other federal, state or local law which prohibits employment
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discrimination. This release bars you from bringing any complaint or action
against Releasees for employment discrimination or wrongful termination of
employment, including, but not limited to, age, sex, and/or religious
discrimination. This release does not release any claims which arise after this
letter becomes effective, such as your right to enforce this Agreement with
respect to any matter which has not been released. If you bring an action with
respect to such matters and you are the prevailing party, you shall be entitled
to attorney's fees and all other expenses incurred. You agree not to commence
any action against Releasees with respect to any matter covered by this
release. If you bring such an action, and the Releasees are the prevailing
party, you must pay the Releasees' attorneys fees and all other expenses.
b. You represent to us that in your employment with the Bank you
conducted business on the Companies' behalf in conformity with applicable law
and regulation. In reliance upon this representation and as further
consideration, the Companies release you from all claims and demands they may
have against you based upon facts existing as of the Termination Date, whether
or not known except for breach of the foregoing representation. If any action
is brought contrary to this release and you prevail, you shall be entitled to
the costs and attorney's fees you incur.
10. CONFIDENTIALITY: You agree to keep the existence and substance of
this letter completely confidential and not disclose same to any person or
entity, except in response to Court Order or to your spouse, accountant or
attorney. You further agree to keep confidential and not to disclose to any
person or entity, at any time, any information concerning the Companies, their
operations, their financial affairs, their customers or business relationships,
except in response to Court Order and upon not less than ten (10) days written
notice of intention to comply with such Court Order. All work produced by you
during the course of your employment is the sole property of the Bank and shall
not be used, reproduced or disclosed to others.
11. EFFECTIVE DATE: The provisions of this letter shall not become
effective until seven (7) days after you have signed and returned a copy of
this letter, "Last Revocation Day". You may revoke your agreement to the
provisions of this letter within such seven (7) day period by delivery of a
written notice of revocation no later than the close of business on the Last
Revocation Day. If you revoke this letter, it shall not become effective or
enforceable. If you do not revoke this letter, it shall be effective and
enforceable the day after the Last Revocation Day.
12. REVIEW AND ADVICE OF COUNSEL: You are given a period of
twenty-one (21) days in which to review and consider this letter before signing
it. You are encouraged to consult an attorney before signing this letter.
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13. MISCELLANEOUS: This letter contains the entire understanding
between you and the Bank with regard to your termination of employment and
supersedes the letter agreement between you and the Bank dated March 31, 1994
and any other agreements between you and the Bank and the Companies with regard
to your employment and termination. The provisions of this letter may not be
waived, modified or terminated orally. In any action arising out of or
concerning this letter, both you and the Bank waive trial by jury. This letter
shall be governed by Federal Law and the internal laws of the State of New York
without regard to conflicts of laws rules. This letter shall be binding and
inure to the benefit of yourself, your heirs, and assigns and the companies and
their successors and assigns.
If the foregoing correctly reflects our agreement and is satisfactory,
kindly sign, date and return the enclosed copy of this letter where indicated.
Very truly yours,
/s/ Xxxx Xxxx Xxxxx
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Xxxx Xxxx Xxxxx
JAK/dmc/is
Enclosure
I have read the foregoing letter, understand it and voluntarily countersign it.
I accept and agree to be bound by the terms of this letter. I understand that
the letter contains a release.
/s/ Xxxxx Xxxxxx September 22, 1995
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Xxxxx Xxxxxx Date
