State Bancorp Inc Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • October 3rd, 2006 • State Bancorp Inc • State commercial banks • New York

AGREEMENT by and between State Bancorp, Inc., a New York corporation (the "Company") and Frederick C. Braun, III (the "Executive"), dated as of October 3, 2006.

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Executive Retention Incentive Agreement Brian K. Finneran
Executive Retention Incentive Agreement • May 4th, 2011 • State Bancorp Inc • State commercial banks • New York

This Executive Retention Incentive Agreement (the “Agreement”) is made and entered into on May 3, 2011 by and among State Bancorp, Inc., a New York corporation (the “Seller”), State Bank of Long Island, a New York chartered commercial bank (the “Seller Bank”), Valley National Bancorp, a New Jersey corporation (the “Buyer”), Valley National Bank (the “Buyer Bank”) and Brian K. Finneran, an individual (the “Executive”).

STATE BANCORP, INC. INDENTURE Dated as of ____________ as Trustee SUBORDINATED NOTES
Indenture • November 13th, 2008 • State Bancorp Inc • State commercial banks • New York
Form of Registration Rights Agreement
Form of Registration Rights Agreement • December 22nd, 2006 • State Bancorp Inc • State commercial banks • New York

This Registration Rights Agreement (this “Agreement”) is made as of December [ ], 2006 between State Bancorp, Inc., a New York corporation (the “Company”), and ___________ (the “Investor” and, collectively with other Persons (as defined below) who have executed a Subscription Agreement (as defined below), the “Investors”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • State Bancorp Inc • State commercial banks • New York

This Employment Agreement (the “Agreement”) is made and entered into as of December 10, 2007 by and among State Bancorp, Inc., a New York business corporation (the “Company”), State Bank of Long Island, a banking corporation organized and operating under the laws of the State of New York (the “Bank”), and Thomas M. O’Brien, an individual (the “Executive”).

AGREEMENT AND PLAN OF MERGER Dated as of April 28, 2011 Between VALLEY NATIONAL BANCORP and STATE BANCORP, INC.
Agreement and Plan of Merger • May 4th, 2011 • State Bancorp Inc • State commercial banks • New York
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 16th, 2009 • State Bancorp Inc • State commercial banks • New York

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caus

STATE BANCORP, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 15th, 2006 • State Bancorp Inc • State commercial banks

NONQUALIFIED STOCK OPTION AGREEMENT dated as of November 13, 2006, (the "Date of Grant"), between STATE BANCORP, INC. (the "Company") and THOMAS M. O’BRIEN (the "Grantee").

EXCHANGE AGREEMENT
Exchange Agreement • November 30th, 2009 • State Bancorp Inc • State commercial banks • New York

This Exchange Agreement (the “Agreement”) is made as of this 25th day of November, 2009, by and among the persons named as Investors set forth on Schedule A hereto (each an “Investor,” and, collectively, the “Investors”), and State Bancorp Inc., a New York corporation (the “Company”).

Contract
State Bancorp Inc • March 16th, 2005 • State commercial banks

This Agreement is made this ____ day of April, 2004 by and between STATE BANK OF LONG ISLAND (“the Bank”) and the employee of the Bank executing this agreement (the “Employee”).

SECOND AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2010 • State Bancorp Inc • State commercial banks

This SECOND AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amendment") is made and entered into as of December ____, 2009 by and between STATE BANCORP, INC., a New York business corporation (the "Company"), STATE BANK OF LONG ISLAND, a banking corporation organized and operating under the laws of the State of New York (the "Bank"), and THOMAS M. O'BRIEN, an individual (the "Executive").

STATE BANCORP, INC.
Compensation Plan Restricted Stock Award Agreement • March 12th, 2010 • State Bancorp Inc • State commercial banks • New York

This agreement (the “Award Agreement”) dated as of December 31, 2009, (the “Award Date”), is entered into by and between State Bancorp, Inc., a New York corporation (the “Company”) and ____________________(the “Grantee”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the State Bancorp, Inc. 2006 Equity Compensation Plan (the “Plan”).

AMENDMENT OF [AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • State Bancorp Inc • State commercial banks

This AMENDMENT OF [AMENDED AND RESTATED] CHANGE OF CONTROL EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of December, 2008 by and between STATE BANCORP, INC., a New York business corporation (the “Company”) and [NAME OF EXECUTIVE], an individual (the “Executive”).

SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT
Supplemental Employee Retirement Agreement • March 16th, 2005 • State Bancorp Inc • State commercial banks • New York

AGREEMENT made as of the 1st day of January, _____, by and between STATE BANK OF LONG ISLAND (hereinafter referred to as "the Bank") and ________________ (hereinafter referred to as "the Employee"),

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 16th, 2005 • State Bancorp Inc • State commercial banks • New York

AGREEMENT made as of the day of __________, by and between STATE BANK OF LONG ISLAND (hereinafter referred to as "the Bank") and _________________ (hereinafter referred to as "the Employee"),

DIRECTOR AGREEMENT
Director Agreement • October 28th, 2009 • State Bancorp Inc • State commercial banks • New York

This Director Agreement (this “Agreement”) is entered into as of October 27, 2009, by and among State Bancorp Inc., a New York corporation (the “Company”), and each of Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, PL Capital Advisors, LLC, PL Capital, LLC, John W. Palmer and Richard J. Lashley (each a “PL Capital Party” and collectively the “PL Capital Parties”). Except as the context otherwise requires, all capitalized terms shall have the meaning as defined in Section 1.1 hereof.

THIRD AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2011 • State Bancorp Inc • State commercial banks

This Third Amendment of Amended and Restated Employment Agreement (“Amendment”) is made and entered into as of April 21, 2011 by and among State Bancorp, Inc., a New York corporation (the “Company”), State Bank Of Long Island, a banking corporation organized and operating under the laws of the State of New York (the “Bank”) and Thomas M. O’Brien, an individual (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • January 30th, 2007 • State Bancorp Inc • State commercial banks

This Settlement Agreement (the "Agreement"), is made and entered into as of January 24, 2007 by and among HSA RESIDENTIAL MORTGAGE SERVICES OF TEXAS ("RMST") and STATE BANK OF LONG ISLAND ("State Bank"), collectively referred to herein as the "Parties."

Contract
Subscription Agreement • December 22nd, 2006 • State Bancorp Inc • State commercial banks • New York
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Not to be used for Performance-Based Awards STATE BANCORP, INC.
Restricted Stock Award Agreement • March 10th, 2011 • State Bancorp Inc • State commercial banks • New York

This agreement (the “Award Agreement”) dated as of _________ ___, ____ (the “Award Date”), is entered into by and between State Bancorp, Inc., a New York corporation (the “Company”) and ___________________________________ (the “Grantee”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the State Bancorp, Inc. 2006 Equity Compensation Plan (the “Plan”).

AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2010 • State Bancorp Inc • State commercial banks

This AMENDMENT OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Amendment") is made and entered into as of December ____, 2008 by and between STATE BANCORP, INC., a New York business corporation (the "Company"), STATE BANK OF LONG ISLAND, a banking corporation organized and operating under the laws of the State of New York (the "Bank"), and THOMAS M. O'BRIEN, an individual (the "Executive").

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • May 6th, 2011 • State Bancorp Inc • State commercial banks • New York

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caus

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 16th, 2005 • State Bancorp Inc • State commercial banks • New York

AGREEMENT made this ____ day of ______________, 20___, by and between STATE BANK OF LONG ISLAND (hereinafter referred to as "the Bank") and __________________________________________________ (hereinafter referred to as "the Director"),

Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 21st, 2006 • State Bancorp Inc • State commercial banks • New York

This agreement (the “Award Agreement”) dated as of November 21,2006 (the “Award Date”), is entered into by and between State Bancorp, Inc. (the “Company”) and Thomas M. O’Brien (the “Grantee”) pursuant to the terms of the Employment Agreement dated as of November 6, 2006 (the “Employment Agreement”) among the Grantee, the Company and State Bank of Long Island (the “Bank”).

Thacher Proffitt & Wood LLP
State Bancorp Inc • July 31st, 2008 • State commercial banks
STATE BANCORP, INC.
Compensation Plan Restricted Stock Award Agreement • June 30th, 2009 • State Bancorp Inc • State commercial banks • New York

This agreement (the “Award Agreement”) dated as of _________ ___, ____ (the “Award Date”), is entered into by and between State Bancorp, Inc., a New York corporation (the “Company”) and ___________________________________ (the “Grantee”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the State Bancorp, Inc. 2006 Equity Compensation Plan (the “Plan”).

SECOND AMENDMENT OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Control Employment Agreement • March 12th, 2010 • State Bancorp Inc • State commercial banks

This SECOND AMENDMENT OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT ("Amendment") is made and entered into as of December ____, 2009 by and between STATE BANCORP, INC., a New York business corporation (the "Company") and ________________________, an individual (the "Executive").

STATE BANCORP, INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 5th, 2010 • State Bancorp Inc • State commercial banks • New York

This agreement (the “Award Agreement”) dated as of May 13, 2010 (the “Award Date”), is entered into by and between State Bancorp, Inc., a New York corporation (the “Company”) and Thomas Iadanza (the “Grantee”). Although the restricted stock granted hereunder is not granted pursuant to any plan, the award is subject to certain terms and conditions of the State Bancorp Inc. 2006 Equity Compensation Plan (the (“Plan”), a copy of which is being provided to you. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the Plan.

FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT1
State Bancorp Inc • November 9th, 2007 • State commercial banks • New York

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caus

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