Exhibit 10.1 Stock Option Assumption Agreement ROSLYN BANCORP, INC. STOCK OPTION ASSUMPTION AGREEMENT OPTIONEE:Option Agreement • February 17th, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered
RECITALS A. The Agreement and Plan of Merger. Grantee and Issuer have -------------------------------- entered into an Agreement and Plan of Merger, dated as of May 25, 1998 (the "Merger Agreement"), providing for, among other things, the merger of...Stock Option Agreement • June 4th, 1998 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
oUnderwriting Agreement • August 10th, 2001 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
oRoslyn Bancorp Inc • August 10th, 2001 • Savings institutions, not federally chartered • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESAgreement and Plan of Merger • June 3rd, 1998 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
Exhibit 4(n) PREFERRED SECURITIES GUARANTEE AGREEMENT Roslyn Capital Trust I Dated as of o, 2001Preferred Securities Guarantee Agreement • August 10th, 2001 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
WHEREAS, effective as of , TRFC has merged with and into ------------- Roslyn (the "Merger") pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of May 25, 1998 by and between Roslyn and TRFC;Option Agreement • February 17th, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered
EXHIBIT 10.17 THE ROSLYN SAVINGS BANK EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of February 16, 1999, by and between The Roslyn Savings Bank (the "Institution"), a state chartered savings institution with its principal...Employment Agreement • May 17th, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
Exhibit 10.2: Form of Employment Agreement between Roslyn Savings Bank and Joseph L. Mancino, John R. Bransfield, Jr., Michael P. Puorro, John L. Klag, R. Patrick Quinn, Mary Ellen McKinley, Nancy C. MacKenzie and Daniel L. Murphy. The attached...Employment Agreement • March 25th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
DATED AS OFStockholder Protection Rights Agreement • September 29th, 2000 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • Delaware
EXHIBIT 10.3 CONSULTING AND NON-COMPETITION AGREEMENT THIS CONSULTING AND NON- COMPETITION AGREEMENT (this "Agreement") is entered into as of August 1, 2002, by and between Roslyn Bancorp, Inc., a Delaware corporation ("Roslyn"), and John M....Consulting and Non-Competition Agreement • March 25th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
34,165,049 Shares (subject to increase up to 39,289,806 shares in the event of an oversubscription) ROSLYN BANCORP, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTRoslyn Bancorp Inc • October 2nd, 1996 • Savings institutions, not federally chartered • New York
NEW YORK COMMUNITY BANCORP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
This AGREEMENT (“Agreement”) is effective as of June 27, 2003, by and among New York Community Bancorp, Inc., a corporation organized under the laws of Delaware (the “Holding Company”), The Roslyn Savings Bank, a New York state chartered savings bank (“Roslyn Bank”), Roslyn Bancorp, Inc., a corporation organized under the laws of Delaware and the principal holding company for Roslyn Bank (“Roslyn”), and John L. Klag (“Executive”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • August 14th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
NONCOMPETITION AGREEMENT (the “Agreement”) dated as of this 27th day of June, 2003, between New York Community Bancorp, Inc. a corporation organized under the laws of Delaware, with its principal administrative office at 615 Merrick Avenue, Westbury, New York, 11590 (the “Holding Company”); The Roslyn Savings Bank, a New York State chartered savings bank (“Roslyn Bank”); Roslyn Bancorp, Inc., a corporation organized under the laws of Delaware and the principal holding company for Roslyn Bank (“Roslyn”), both Roslyn Bank and Roslyn having their principal administrative offices at One Jericho Plaza, Jericho, New York 11753, and Daniel L. Murphy (the “Covenantor”).
Exhibit 10.1: Form of Employment Agreement between Roslyn Bancorp, Inc. and Joseph L. Mancino, John R. Bransfield, Jr., Michael P. Puorro and R. Patrick Quinn The attached Employment Agreement, as amended and restated, by and between Joseph L. Mancino...Employment Agreement • March 25th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • Delaware
Exhibit 10.10 ROSLYN BANCORP, INC. EMPLOYMENT AGREEMENT This AGREEMENT, is entered into effective January 18, 1999, by and between Roslyn Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of Delaware, with its principal...Employment Agreement • March 31st, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • Delaware
Exhibit 10.13 ROSLYN BANCORP, INC. EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of February 16, 1999, by and between Roslyn Bancorp, Inc. (the "Holding Company"), with its principal administrative offices at 1400 Old Northern...Employment Agreement • March 31st, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
STOCK OPTION AGREEMENTStock Option Agreement • August 14th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
STOCK OPTION AGREEMENT, dated as of June 27, 2003, between New York Community Bancorp, Inc., a Delaware corporation (“Grantee”), and Roslyn Bancorp, Inc., a Delaware corporation (“Issuer”).
Exhibit 10.4Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Mr. Bransfield's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is John R. Bransfield, Jr.; (ii) the position in Section 1, which is Senior Executive Vice President and Chief Operating Officer; (iii) the signatory for the Company, which is Joseph L. Mancino; (iv) the guarantor for the Company, which is Joseph L. Mancino; and (v) the amount of the base salary in Section 3(a), which is $280,000.
AGREEMENT AND PLAN OF MERGER dated as of June 27, 2003 by and between NEW YORK COMMUNITY BANCORP, INC. and ROSLYN BANCORP, INC.Agreement and Plan of Merger • August 14th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2003 (this “Plan”), by and between New York Community Bancorp, Inc. (“NYCB”) and Roslyn Bancorp, Inc. (“Roslyn”).
Exhibit 10.8Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Ms. MacKenzie's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is Nancy MacKenzie; (ii) the position in Section 1, which is Executive Vice President and Chief Information Officer; (iii) the signatory for the Company, which is Joseph L. Mancino; (iv) the guarantor for the Company, which is Joseph L. Mancino; and (v) the amount of the base salary in Section 3(a), which is $173,000
Exhibit 10.5Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Mr. Puorro's Employment Agreement is the same as the Employment Agreement in Exhibit 10.1, which is incorporated herein by reference except as to: (i) the name of the signatory, which is Michael P. Puorro; (ii) the signatory for the Company, which is Joseph L. Mancino; (iii) the position in Section 1, which is Treasurer and Chief Financial Officer; and (iv) the amount of the base salary in Section 3(a), which is $197,000.
Exhibit 10.7 Mr. Klag's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is John L. Klag; (ii) the position in Section 1, which...Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Mr. Klag's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is John L. Klag; (ii) the position in Section 1, which is Executive Vice President and Investment Officer; (iii) the signatory for the Company, which is Joseph L. Mancino; (iv) the guarantor for the Company, which is Joseph L. Mancino; and (v) the amount of the base salary in Section 3(a), which is $187,000.
Exhibit 10.3Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Mr. Bransfield's Employment Agreement is the same as the Employment Agreement in Exhibit 10.1, which is incorporated herein by reference except as to: (i) the name of the signatory, which is John R. Bransfield, Jr.; (ii) the signatory for the Company, which is Joseph L. Mancino; (iii) the position in Section 1, which is Senior Executive Vice President; and (iv) the amount of the base salary in Section 3(a), which is $280,000.
Exhibit 10.6Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
Mr. Puorro's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is Michael P. Puorro; (ii) the position in Section 1, which is Executive Vice President and Chief Financial Officer; (iii) the signatory for the Company, which is Joseph L. Mancino; (iv) the guarantor for the Company, which is Joseph L. Mancino; and (v) the amount of the base salary in Section 3(a), which is $197,000.
Exhibit 10.14 THE ROSLYN SAVINGS BANK EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of February 16, 1999, by and among The Roslyn Savings Bank (the "Institution"), a state chartered savings institution, with its principal...Bank Employment Agreement • March 31st, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
First AmendmentRoslyn Bancorp Inc • January 28th, 1999 • Savings institutions, not federally chartered
Exhibit 10.9 Mr. Murphy's Employment Agreement is the same as the Employment Agreement in Exhibit 10.2, which is incorporated herein by reference except as to: (i) the name of the signatory, which is Daniel L. Murphy; (ii) the position in Section 1,...Roslyn Bancorp Inc • March 31st, 1999 • Savings institutions, not federally chartered
AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • August 14th, 2003 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • Delaware
AMENDMENT (the “Amendment”), dated as of June 27, 2003, to the Stockholder Protection Rights Agreement, dated as of September 26, 2000 (the “Rights Agreement”), between Roslyn Bancorp, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”).
Exhibit 10.2 ROSLYN SAVINGS BANK EMPLOYMENT AGREEMENT This AGREEMENT, originally entered into on January 10, 1997, is amended and restated in its entirety effective March 22, 1999, by and between Roslyn Savings Bank (the "Institution"), a...Savings Bank Employment Agreement • March 31st, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
Exhibit 10.11 ROSLYN SAVINGS BANK EMPLOYMENT AGREEMENT This AGREEMENT, is entered into effective January 18, 1999, by and between Roslyn Savings Bank (the "Institution"), a state-chartered savings institution, with its principal administrative office...Savings Bank Employment Agreement • March 31st, 1999 • Roslyn Bancorp Inc • Savings institutions, not federally chartered • New York
