Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Amendment to Amended and Restated Employment Agreements for Jack L. Kopnisky,
Luis Massiani, Rodney Whitwell, Michael E. Finn, James P. Blose, Thomas X.
Geisel and Javier L. Evans
On December 15, 2021, Sterling Bancorp, a Delaware corporation (the "Company"),
and the Company's wholly-owned subsidiary, Sterling National Bank, a national
banking association (the "Bank" and, together with the Company, "Sterling") and
each of Jack L. Kopnisky, the Company's President and Sterling's Chief Executive
Officer, Luis Massiani, Sterling's Senior Executive Vice President and Chief
Operating Officer and the Bank's President, Rodney Whitwell, Sterling's Senior
Executive Vice President and Chief Administrative Officer, Michael E. Finn,
Sterling's Senior Executive Vice President and Chief Risk Officer, James P.
Blose, Sterling's Executive Vice President and Chief Legal Officer, Thomas X.
Geisel, Senior Executive Vice President, Corporate Banking President, and Javier
L. Evans, Executive Vice President, Chief Business Operations Officer (each an
"Executive" and collectively, the "Executives"), executed an amendment to their
respective Amended and Restated Employment Agreement, (collectively, the
"Employment Agreements") to extend the duration of the term of each Employment
Agreement, currently expiring on December 31, 2021, to provide for a term ending
on December 31, 2022 (unless in the event of a "change in control" (as defined
in such Employment Agreements), in such case the Employment Agreements will be
terminated upon the second anniversary of the date of the change in control, if
later (the "Amendments").
As disclosed in a prior Form 8-K, on April 19, 2021, Sterling announced that it
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of April 18, 2021, between Sterling and Webster Financial Corporation
("Webster"). The transactions contemplated by the Merger Agreement have not yet
closed. Sterling and Webster agreed that it is in the best interests of both
companies and their subsidiaries that the expiring Employment Agreements for
Sterling's executive officers be extended as proposed in the Amendments to
ensure continuity of operations through the closing of the transactions
contemplated by the Merger Agreement. Accordingly, Webster agreed to waive
forbearance restrictions under the Merger Agreement otherwise prohibiting
Sterling from amending employment agreements for its employees, including its
executive officers.
The Amendments to the Employment Agreements are attached hereto as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 and are incorporated by reference
herein.
Amendment of Performance Period of the 2019-2021 Performance Awards
As part of the Company's long-term incentive plan, the Company previously
granted performance awards with a performance period of January 1, 2019 through
December 31, 2021 that utilize the KBW Regional Bank Index to determine the
achievement of certain performance metrics (the "2019-2021 Performance Awards").
On December 13, 2021, with Webster's waiver of the forbearance restrictions
under the Merger Agreement, the Compensation Committee of the Board of Directors
approved amending the 2019-2021 Performance Awards to have a performance period
ending on September 30, 2021 and certifying performance on the shortened
performance period that is otherwise in the ordinary course and consistent with
past practice.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.1 and among Sterling Bancorp, Sterling National Bank, and Jack L.
Kopnisky, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.2 and among Sterling Bancorp, Sterling National Bank, and Luis
Massiani, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.3 and among Sterling Bancorp, Sterling National Bank, and Rodney
Whitwell, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.4 and among Sterling Bancorp, Sterling National Bank, and Michael E.
Finn, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.5 and among Sterling Bancorp, Sterling National Bank, and James P.
Blose, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.6 and among Sterling Bancorp, Sterling National Bank, and Thomas X.
Geisel, dated December 15, 2021.
Exhibit Amendment No. 1 to Amended and Restated Employment Agreement by
10.7 and among Sterling Bancorp, Sterling National Bank, and Javier L.
Evans, dated December 15, 2021.
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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