Exhibit 10.(ii)
AMENDMENT
Agreement made as of the 6th day of February, 2002 between
Sterling Bancorp, a New York corporation (the "Company") and ______________ (the
"Executive").
W I T N E S S E T H
WHEREAS, the Company and Executive have previously entered in to
a Change in Control Severance Agreement (the "Severance Agreement"); and
WHEREAS, the Company desires to amend the definition of "Change
in Control" in the Severance Agreement to align its effects with the underlying
intent of the Severance Agreement to protect the Executive in the event of a
consummation a Change in Control; and
WHEREAS, in consideration of Executive's continued employment
with the Company and Executive's receiving a stock option grant from the Company
for calendar year 2002, Executive has agreed to amend the definition of "Change
in Control" in the Severance Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties
hereto agree as follows:
1. Section 4(c) of Appendix A to the Severance Agreement is amended by deleting
the first eight words thereof and inserting the words "of the Company"
immediately following the first appearance of the word "consolidation" therein.
2. A new Section 4(d) to Appendix A to the Severance Agreement is inserted
which reads: "Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or"
3. Former Section 4(d) to Appendix A to the Severance Agreement is renumbered as
new Section 4(e) and former Section 4(e) to Appendix A to the Severance
Agreement is hereby renumbered as new Section 4(f).
4. New Section 4(e) to Appendix A to the Severance Agreement is hereby amended
by deleting the first phrase of that section from the word "Approval" up to and
including the symbol "(2)".
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Exhibit 10.(ii)
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and Executive has executed
this Agreement as of the day and year first above written.
STERLING BANCORP
By: /s/ XXXXXXX XXXXXXX
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President &
General Counsel
---------------------------
Executive
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