Retention Bonus Agreement between New York Community Bancorp, Inc. and Nancy C. MacKenzie
This agreement outlines the terms under which Nancy C. MacKenzie will receive a $650,000 retention bonus from New York Community Bancorp, Inc. after the merger with Roslyn Bancorp, Inc. If she leaves the company or is terminated for cause within one year, she must repay a prorated portion of the bonus. The agreement is only valid if the merger is completed; if the merger is canceled, the agreement is void.
EXHIBIT 10.17
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
June 27, 2003
Nancy C. MacKenzie
The Roslyn Savings Bank
One Jericho Plaza
Jericho, New York ###-###-####
Dear Nancy:
I am pleased to have this opportunity to set forth in writing certain additional information relating to your employment at New York Community Bank (the Bank) following the consummation of the transactions contemplated by the Agreement and Plan of Merger (the Merger Agreement) entered between New York Community Bancorp, Inc. (the Holding Company) and Roslyn Bancorp, Inc. on this date. This letter is intended to supplement your new employment agreement with the Holding Company.
At such time as you become an employee of the Bank under your new employment agreement as a result of the merger contemplated by the Merger Agreement, you will receive a retention bonus of $650,000. However, if you voluntarily terminate employment prior to the completion of 365 days of employment after the Effective Time other than by reason of an Event of Termination (as defined in your new employment agreement), or if you are terminated for Just Cause (as defined in your new employment agreement) within such 365-day period, you will immediately return to the Holding Company a portion of the retention bonus equal to the product of (x) the retention bonus and (y) a fraction the numerator of which is the total number of days remaining in such 365-day period and the denominator of which is 365.
Notwithstanding the foregoing, if the Merger Agreement is terminated pursuant to Article VI of the Merger Agreement, this letter agreement will be null and void.
Please acknowledge the foregoing in the space indicated below.
Sincerely, | ||
Joseph R. Ficalora President and Chief Executive Officer |
Acknowledged and Agreed: | ||
/s/ Nancy C. MacKenzie | ||
Nancy C. MacKenzie |
2