0001070154-14-000047 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 28th, 2014 • Sterling Bancorp • National commercial banks • New York

This Employment Agreement ("Agreement") is made and entered into as of the April 3, 2013, by and among Provident New York Bancorp, a Delaware corporation (the "Company"), Provident Bank, a savings bank organized and existing under the laws of the United States of America (the "Bank"; and together with the Company, "Provident"), and Howard M. Applebaum ("Executive"), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013, by and between Sterling Bancorp, a New York corporation ("Sterling"), and the Company (the "Merger• Agreement")). If the Effective Time does not occur, this Agreement shall be null and void ab initio, and of no further force and effect.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 28th, 2014 • Sterling Bancorp • National commercial banks • New York

This Employment Agreement (“Agreement”) is made and entered into as of the April 3, 2013, by and among Provident New York Bancorp, a Delaware corporation (the “Company”), Provident Bank, a savings bank organized and existing under the laws of the United States of America (the “Bank”; and together with the Company, “Provident”), and Michael Bizenov (“Executive”), to be effective upon the occurrence of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 3, 2013, by and between Sterling Bancorp, a New York corporation (“Sterling”), and the Company (the “Merger Agreement”)). If the Effective Time does not occur, this Agreement shall be null and void ab initio, and of no further force and effect.

PROVIDENT NEW YORK BANCORP 2012 STOCK INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • November 28th, 2014 • Sterling Bancorp • National commercial banks • New York

This Award Agreement is intended to set forth the terms and conditions on which an Option has been granted under the Provident New York Bancorp 2012 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Option. Attached as Exhibit A are its general terms and conditions.

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