Compensation Agreement - PROVIDENT NEW YORK BANCORP - 5-8-2006

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Compensation Agreement - PROVIDENT NEW YORK BANCORP - 5-8-2006 Powered By Docstoc
					EXHIBIT 10.1 Form of Amendment to Deferred Compensation Agreement 40

AMENDMENT NUMBER ONE TO DEFERRED COMPENSATION AGREEMENT This Amendment Number One (the "Amendment") is hereby made to the Deferred Compensation Agreement dated ________ (the "Agreement") between Provident Bank, a savings association having its principal offices at 400 Rella Boulevard, Montebello, New York 10901 (the "Bank") and ___________________. (the "Director"). WHEREAS, Section 5.1(a) of the Agreement provides that the Bank and the Director may, by a written instrument signed by both parties, amend the Agreement at any time, except that no amendment may accelerate distributions of the Director's Deferral Account (as defined in the Agreement); and WHEREAS, the parties desire to amend the Agreement in order to provide that amounts deemed invested in common stock of Provident New York Bancorp (the "Company") shall remain invested in such stock and shall be distributed in the form of stock unless a change in control (as defined in the Agreement) occurs; NOW THEREFORE, in consideration of the mutual covenants and obligations set forth in this Amendment, the Bank and the Director hereby agree as follows: 1. A new section 3.3(g) is hereby added as follows: (g) Notwithstanding any provision of this Agreement to the contrary, the following provisions shall apply with respect to deemed investments in Company Stock. (1) As of March 31, 2006, amounts deemed invested in Company stock in accordance with the Director's investment recommendations shall continue to be deemed invested in Company stock until such amount is distributed, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requests that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock. (2) Any amounts deferred on or after March 31, 2006 that are deemed to be invested in Company stock in accordance with the Director's recommendations shall continue to be deemed invested in Company stock until such amounts are distributed, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requests that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock. (3) Effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of Company stock, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requested that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock, in which case the distribution of that amount shall be made in cash. 2. A new section 4.1(c) is hereby added as follows: 41 (c) Distribution in Company Stock. Notwithstanding any provision of this Agreement to the contrary, effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of

AMENDMENT NUMBER ONE TO DEFERRED COMPENSATION AGREEMENT This Amendment Number One (the "Amendment") is hereby made to the Deferred Compensation Agreement dated ________ (the "Agreement") between Provident Bank, a savings association having its principal offices at 400 Rella Boulevard, Montebello, New York 10901 (the "Bank") and ___________________. (the "Director"). WHEREAS, Section 5.1(a) of the Agreement provides that the Bank and the Director may, by a written instrument signed by both parties, amend the Agreement at any time, except that no amendment may accelerate distributions of the Director's Deferral Account (as defined in the Agreement); and WHEREAS, the parties desire to amend the Agreement in order to provide that amounts deemed invested in common stock of Provident New York Bancorp (the "Company") shall remain invested in such stock and shall be distributed in the form of stock unless a change in control (as defined in the Agreement) occurs; NOW THEREFORE, in consideration of the mutual covenants and obligations set forth in this Amendment, the Bank and the Director hereby agree as follows: 1. A new section 3.3(g) is hereby added as follows: (g) Notwithstanding any provision of this Agreement to the contrary, the following provisions shall apply with respect to deemed investments in Company Stock. (1) As of March 31, 2006, amounts deemed invested in Company stock in accordance with the Director's investment recommendations shall continue to be deemed invested in Company stock until such amount is distributed, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requests that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock. (2) Any amounts deferred on or after March 31, 2006 that are deemed to be invested in Company stock in accordance with the Director's recommendations shall continue to be deemed invested in Company stock until such amounts are distributed, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requests that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock. (3) Effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of Company stock, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requested that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock, in which case the distribution of that amount shall be made in cash. 2. A new section 4.1(c) is hereby added as follows: 41 (c) Distribution in Company Stock. Notwithstanding any provision of this Agreement to the contrary, effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of Company stock, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requested that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock, in which case the distribution of that amount shall be made in cash. 3. Section 4.2 is hereby amended as follows: 4.2 Death Prior to Complete Distribution of Deferral Account. Upon the death of the Director prior to the commencement of the distribution of the amounts credited to his Deferral Account, the balance of such Account shall be distributed to his Beneficiary in the manner set forth under Section 4.1 hereof beginning on the first day of the first calendar quarter coincident with or next following the date the Director dies. In the event of the death of the Director after the commencement of such distribution, but prior

(c) Distribution in Company Stock. Notwithstanding any provision of this Agreement to the contrary, effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of Company stock, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requested that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock, in which case the distribution of that amount shall be made in cash. 3. Section 4.2 is hereby amended as follows: 4.2 Death Prior to Complete Distribution of Deferral Account. Upon the death of the Director prior to the commencement of the distribution of the amounts credited to his Deferral Account, the balance of such Account shall be distributed to his Beneficiary in the manner set forth under Section 4.1 hereof beginning on the first day of the first calendar quarter coincident with or next following the date the Director dies. In the event of the death of the Director after the commencement of such distribution, but prior to the complete distribution of his Deferral Account, the balance of the amounts credited to his Deferral Account shall be distributed to his Beneficiary over the remaining period during which such amounts were distributable to the Director under Section 4.1 hereof. Notwithstanding the above, the Board of Directors, in its sole discretion, may accelerate the distribution of the Deferral Account upon the Beneficiary's petition for acceleration based upon his incurring a Hardship, in accordance with Section 4.5. Notwithstanding any provision of this Agreement to the contrary, effective March 31, 2006, all amounts deemed invested in Company stock shall be distributed solely in the form of Company stock, unless, within 60 days after the effective date of a Change in Control of the Bank, the Director requested that all or a portion of his Deferral Account balance be reinvested in a deemed investment other than Company Stock, in which case the distribution of that amount shall be made in cash. 4. Section 4.3 is hereby amended as follows: 4.3 Accelerated Distribution Following a Change in Control. Notwithstanding any other provision of this Agreement, upon the written request of the Director within sixty (60) days after a Change in Control, the Director shall be paid a cash lump sum distribution of the Director's vested Deferral Account balance. The amount payable shall be the fair market value of the Deferral Account balance on the date of distribution. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PROVIDENT BANK By: Name: Title: DIRECTOR 42

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, George Strayton, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Provident New York Bancorp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, George Strayton, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Provident New York Bancorp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 8, 2006 /s/ George Strayton ------------------George Strayton President and Chief Executive Officer

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Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Paul A. Maisch, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Provident New York Bancorp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 8, 2006 /s/ Paul A. Maisch -----------------Paul A. Maisch Executive Vice President and Chief Financial Officer

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Paul A. Maisch, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Provident New York Bancorp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 8, 2006 /s/ Paul A. Maisch -----------------Paul A. Maisch Executive Vice President and Chief Financial Officer

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Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the SarbanesOxley Act of 2002 George Strayton, Chief Executive Officer and Paul A. Maisch, Chief Financial Officer of Provident New York Bancorp (the "Company") each certify in his capacity as an officer of the Company that he has reviewed the quarterly report on Form 10-Q for the quarter ended March 31, 2006 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 8, 2006 /s/ George Strayton ------------------George Strayton Chief Executive Officer

Date:

May 8, 2006

/s/ Paul A. Maisch -----------------Paul A. Maisch Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Provident New York Bancorp and will be retained by Provident New York Bancorp and furnished to the Securities and Exchange Commission or its staff upon request. 45

Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the SarbanesOxley Act of 2002 George Strayton, Chief Executive Officer and Paul A. Maisch, Chief Financial Officer of Provident New York Bancorp (the "Company") each certify in his capacity as an officer of the Company that he has reviewed the quarterly report on Form 10-Q for the quarter ended March 31, 2006 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 8, 2006 /s/ George Strayton ------------------George Strayton Chief Executive Officer

Date:

May 8, 2006

/s/ Paul A. Maisch -----------------Paul A. Maisch Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Provident New York Bancorp and will be retained by Provident New York Bancorp and furnished to the Securities and Exchange Commission or its staff upon request. 45