Sterling Bancorp (NYSE:STL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Sterling Bancorp (the Company) has
announced certain changes to the Companys executive leadership
team which will occur in the second quarter of 2017. Such
executive leadership changes include the following:

(b)On June 7, 2017, the Company announced that effective July 1,
2017, James Peoples, a named executive officer of the Company,
will transition to the role of advisor to the Company with the
title of Senior Advisor, continuing to work closely with Company
management. Mr. Peoples currently serves as Senior Executive Vice
President of the Company and the Companys wholly-owned
subsidiary, Sterling National Bank, a national banking
association (the Bank) (since October
2014) and Chief Banking Officer of the Bank (since September
2014).

On June 7, 2017, the Company also announced that effective July
5, 2017, Rodney Whitwell, a named executive officer of the
Company, will transition from the role of Chief Operating Officer
of the Company and the Bank to Chief Administrative Officer. Mr.
Whitwell also serves as Senior Executive Vice President (since
October 2014), and will maintain this title.

(c)On June 7, 2017, the Company announced the appointment of
Christina Favilla who will join the Company and the Bank as
Senior Executive Vice President and Chief Operating Officer,
effective July 5, 2017. Ms. Favilla, a seasoned banking and
financial services professional, age 50, previously served as the
Chief Operating Officer of GE Capital since February 2012. Prior
to joining GE Capital, Ms. Favilla served as President of
Discover Bank and Bank of New Castle, a part of Discover
Financial Services, from 2006 to 2012; she served as First Vice
President and Cash Management leader of TD Waterhouse, a bank and
brokerage company now called TD Ameritrade, from 2001 to 2006;
and she held senior financial and sales roles at Citibank and
Chase from 1994 to 2001.

Upon hire, Ms. Favilla will receive an equity award grant of
restricted stock with a fair market value of $150,000 that will
vest ratably over three years.

There are no arrangements or understandings between Ms. Favilla
and other persons to which she was appointed as the Chief
Operating Officer of the Company and the Bank. There are no
family relationships between Ms. Favilla and any director or
executive officer, or any person nominated or chosen by the
Company to become a director or executive officer, or any
transactions with related persons that would be reportable to
Item 404(a) of Regulation S-K.

The Company, the Bank and Ms. Favilla (the
Executive), executed an employment
agreement (the Employment Agreement)
dated June 6, 2017, to be effective as of July 5, 2017.

The Employment Agreement provides for a term ending on December
31, 2018 (unless in the event of a change in control (as defined
in such Employment Agreement), in such case the Employment
Agreement will be terminated upon the second anniversary date of
the change in control, if later). The Employment Agreement
provides for an annual base salary of four hundred fifty thousand
dollars ($450,000), to be reviewed at least annually for further
possible upward adjustment and shall not be reduced without Ms.
Favillas consent. The Employment Agreement also provides for a
target annual bonus as determined by the Compensation Committee
(the Committee) of the Board of
Directors (the Board). In addition to
an annual salary and bonus, the Employment Agreement provides
that the Executive is entitled to participate in any equity
and/or long-term compensation programs established by the Company
for senior executive officers and all of the Companys retirement,
group life, health and disability insurance plans and any other
employee benefit plans.

In the event that the Company terminates the Executive for cause
(as defined in the Employment Agreement), the Executive resigns
from employment without good reason (as defined in the Employment
Agreement), the Executive resigns with good reason, or her
employment ends due to her death or disability, then the Company
shall owe her for any accrued obligations. Termination of
employment will not be deemed to be for cause unless and until
there has been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the membership of the Board at a meeting
of the Board called and held for such purpose (after reasonable
notice is provided to the Executive and she is given an
opportunity, together with her counsel, to be heard before the
Board).

If the Company terminates the Executives employment without
cause, then the Executive will, subject to her execution,
delivery, and non-revocation of a release of claims, be entitled
to (i) a lump sum cash payment in an amount equal to one (1) year
of her base salary (in the amount in effect immediately prior to
termination of employment) and the amount of her target bonus for
the fiscal year of termination, and (ii) eighteen (18)
consecutive monthly cash payments (commencing with the first
month following Executives termination of employment, and
continuing until the eighteenth month following Executives
termination of employment), each equal to the monthly COBRA
premium in effect as of the date of Executives termination of
employment for the level of coverage in effect for Executive
under the Companys group health plan (the COBRA
Payments).

If the Company terminates the Executive without cause or she
resigns for good reason on or within twenty-four (24) months
following a change in control, then she will, subject to her
execution, delivery, and non-revocation of a release of claims,
be entitled to (i) a lump sum cash payment in an amount equal to
two (2) times the sum of her annual base salary in effect
immediately prior to her termination of employment and two (2)
times the amount of her target bonus for the fiscal year of
termination, and (ii) the COBRA Payments.

Under the Employment Agreement, payments and benefits payable in
connection with a change in control of the Company will be
reduced to the extent necessary to avoid the application of any
golden parachute excise tax to Section 4999 of the Internal
Revenue Code, but only if such reduction would result in the
Executive receiving greater compensation and benefits on an
after-tax basis.

The Employment Agreement also provides that, while employed and
for a period of twelve (12) months following the termination of
the Executive for any reason, the Executive will be restricted
from competing with the Company and its affiliates and, while
employed and for a period of eighteen (18) months following the
termination of her employment for any reason, she will be
restricted from soliciting the Companys and its affiliates
respective customers or employees.

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

About Sterling Bancorp (NYSE:STL)

Sterling Bancorp is a financial holding company. The Company is a bank holding company that owns the Sterling National Bank (the Bank). The Bank specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves. The Bank offers a line of commercial, business, and consumer banking products and services. The Bank is engaged in the origination of commercial loans and commercial mortgage loans. The Company also originates residential mortgage loans and consumer loans. The Bank offers services in the New York Metro Market, which includes Manhattan and Long Island, and the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam and Westchester counties in New York and Bergen County in New Jersey. Its deposit products include non-interest bearing demand deposits, interest bearing demand deposits, savings, money market and certificate of deposits.