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

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Employment Agreement for Michael E. Finn, Executive Vice
President and Chief Risk Officer

On November 10, 2016, Sterling Bancorp, a Delaware corporation
(the Company), Sterling National Bank, a national banking
association organized and existing under the laws of the United
States of America (the Bank and, together with the Company,
Sterling) and Michael E. Finn, Sterlings Executive Vice
President and Chief Risk Officer (the Executive), executed an
employment agreement (the Employment Agreement) to replace that
certain retention letter agreement, dated as of December 22,
2014, by and among the Executive, the Company and the Bank.

The Employment Agreement, which is effective July 1, 2017,
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 three hundred fifty thousand dollars
($350,000), which will be reviewed at least annually for upward
adjustment (the Executives base salary shall not be reduced
without his 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 his
employment ends due to his death or disability, then the Company
shall only owe him 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 he is given an
opportunity, together with his counsel, to be heard before the
Board).

If the Company terminates the Executives employment without
cause, then the Executive will, subject to his 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 his base salary (in the amount in effect immediately prior to
termination of employment) and the amount of his target bonus for
the fiscal year of termination, and (ii) eighteen (18)
consecutive monthly cash payments (commencing with the first
month following the Executives termination of employment, and
continuing until the eighteenth month following the Executives
termination of employment), each equal to the monthly COBRA
premium in effect as of the date of the Executives termination of
employment for the level of coverage in effect for the Executive
under the Companys group health plan (the COBRA Payments).

If the Company terminates the Executive without cause or he
resigns for good reason on or within twenty-four (24) months
following a change in control, then he will, subject to his
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 his annual base salary in effect
immediately prior to his termination of employment and the amount
of his 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, other than a resignation by the Executive for good
reason prior to a change of control, 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 his employment for any reason, he 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 is incorporated by reference
herein.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

About Sterling Bancorp (STL)