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EX-10.1 - EX-10.1 - STERLING BANCORPa13-12366_1ex10d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): May 13, 2013

 

PROVIDENT NEW YORK BANCORP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35385

 

80-0091851

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
Number)

 

400 Rella Boulevard, Montebello, New York

 

10901

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (845) 369-8040

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 13, 2013, Provident New York Bancorp, a Delaware corporation (“Provident”), entered into a retention award letter (the “Retention Award Letter”) with Daniel G. Rothstein, Provident’s current Executive Vice President, Chief Risk Officer and General Counsel.  The Retention Award Letter provides that, within ten days following the date (the “Closing Date”) of the consummation of the transactions contemplated by Agreement and Plan of Merger, dated as of April 3, 2013 (the “Merger Agreement”), by and between Provident and Sterling Bancorp, a New York corporation, Provident will pay Mr. Rothstein a lump sum cash payment equal to $289,900 (the “Retention Payment”), subject to his continued employment with Provident through the Closing Date.  In addition, if prior to the Closing Date, Mr. Rothstein’s employment with Provident is terminated without “cause” (as defined in the Retention Award Letter), he will be entitled to the Retention Payment within 30 days following the termination of his employment.

 

The foregoing description of the Retention Award Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Award Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01.                Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

Exhibit No.

 

Description

10.1

 

Retention Award Letter, dated May 13, 2013, with Daniel G. Rothstein.†

 

 

 

 

Management compensatory plan or arrangement.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PROVIDENT NEW YORK BANCORP

 

 

 

Date: May 14, 2013

By:

/s/ Luis Massiani

 

Name:

Luis Massiani

 

Title:

Executive Vice President, Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

10.1

 

Retention Award Letter, dated May 13, 2013, with Daniel G. Rothstein.†

 

 

 

 

Management compensatory plan or arrangement.

 

4