sep2007_10qex101.htm


     

    Exhibit
      10.1

     

    
      FORM
        OF AMENDED AND RESTATED

      CHANGE
        OF
        CONTROL

      EMPLOYMENT
        AGREEMENT1

       

      AGREEMENT
        by and between State Bancorp, Inc., a New York corporation (the “Company”) and
        [NAME] (the “Executive”), dated as [DATE].

       

      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 caused the Company
        to
        enter into this Agreement.

       

      NOW,
        THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

       

      1.           Certain
        Definitions.  (a)  The “Effective Date” shall mean the
        first date during the Change of Control Period (as defined in Section 1(b))
        on
        which a Change of Control (as defined in Section 2) occurs. Anything in this
        Agreement to the contrary notwithstanding, if a Change of Control occurs
        and if
        the Executive’s employment with the Company is terminated prior to the date on
        which the Change of Control occurs, and if it is reasonably demonstrated
        by the
        Executive that such termination of employment (i) was at the request of a
        third
        party who has taken steps reasonably calculated to effect a Change of Control
        or
        (ii) otherwise arose in connection with or anticipation of a Change of Control,
        then for all purposes of this Agreement the “Effective Date” shall mean the date
        immediately prior to the date of such termination of employment.

       

      (b)             The
        “Change of Control Period” shall mean the period commencing on the date hereof
        and ending on the [YEARS] anniversary of the date hereof; provided, however,
        that commencing on the date one year after the date hereof, and on each annual
        anniversary of such date (such date and each annual anniversary thereof shall
        be
        hereinafter referred to as the “Renewal Date”), unless previously terminated,
        the Change of Control Period shall be automatically extended so as to terminate
        [YEARS] years from such Renewal Date, unless at least 60 days prior to the
        Renewal Date the Company shall give notice to the Executive that the Change
        of
        Control Period shall not be so extended.

       

      2.           Change
        of Control.  For the purpose of this Agreement, a “Change of
        Control” shall mean:

       

      (a)           The
        acquisition by any individual, entity or group (within the meaning of Section
        13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended
        (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
        Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i)
        the
        then outstanding shares of common stock of the Company (the “Outstanding Company
        Common Stock”) or (ii) the combined voting power of the then outstanding voting
        securities of the Company entitled to vote generally in the election of
        directors (the “Outstanding Company Voting Securities”); provided, however, that
        for purposes of this subsection (a), the following acquisitions shall not
        constitute a Change of Control: (i) any acquisition directly from the Company,
        (ii) any acquisition by the Company, (iii) any acquisition by any employee
        benefit plan (or related trust) sponsored or maintained by the Company or
        any
        corporation controlled by the Company or (iv) any acquisition pursuant to
        a
        transaction which complies with clauses (i), (ii) and (iii) of subsection
        (c) of
        this Section 2; or

       

      (b)             Individuals
        who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
        for any reason to constitute at least a majority of the Board; provided,
        however, that any individual becoming a director subsequent to the date hereof
        whose election, or nomination for election by the Company’s shareholders, was
        approved by a vote of at least a majority of the directors then comprising
        the
        Incumbent Board shall be considered as though such individual were a member
        of
        the Incumbent Board, but excluding, for this purpose, any such individual
        whose
        initial assumption of office occurs as a result of an actual or threatened
        election contest with respect to the election or removal of directors or
        other
        actual or threatened solicitation of proxies or consents by or on behalf
        of a
        Person other than the Board; or

       

      (c)             Consummation
        by the Company of a reorganization, merger or consolidation or sale or other
        disposition of all or substantially all of the assets of the Company or the
        acquisition of assets of another entity (a “Business Combination”), in each
        case, unless, following such Business Combination, (i) all or substantially
        all
        of the individuals and entities who were the beneficial owners, respectively,
        of
        the Outstanding Company Common Stock and Outstanding Company Voting Securities
        immediately prior to such Business Combination beneficially own, directly
        or
        indirectly, more than 60% of, respectively, the then outstanding shares of
        common stock and the combined voting power of the then outstanding voting
        securities entitled to vote generally in the election of directors, as the
        case
        may be, of the corporation resulting from such Business Combination (including,
        without limitation, a corporation which as a result of such transaction owns
        the
        Company or all or substantially all of the Company’s assets either directly or
        through one or more subsidiaries) in substantially the same proportions as
        their
        ownership, immediately prior to such Business Combination of the Outstanding
        Company Common Stock and Outstanding Company Voting Securities, as the case
        may
        be, (ii) no Person (excluding any employee benefit plan (or related trust)
        of
        the Company or such corporation resulting from such Business Combination)
        beneficial owns, directly or indirectly, 20% or more of, respectively, the
        then
        outstanding shares of common stock of the corporation resulting from such
        Business Combination or the combined voting power of the then outstanding
        voting
        securities of such corporation except to the extent that such ownership existed
        prior to the Business Combination and (iii) at least a majority of the members
        of the board of directors of the corporation resulting from such Business
        Combination were members of the Incumbent Board at the time of the execution
        of
        the initial agreement, or of the action of the Board, providing for such
        Business Combination; or

       

      (d)             Approval
        by the shareholders of the Company of a complete liquidation or dissolution
        of
        the Company.

       

      3.           Employment
        Period.  The Company hereby agrees to continue the Executive in
        its employ, and the Executive hereby agrees to remain in the employ of the
        Company subject to the terms and conditions of this Agreement, for the period
        commencing on the Effective Date and ending on the [YEARS] anniversary of
        such
        date (the “Employment Period”).

       

      4.           Terms
        of Employment.  (a)  Position and Duties. (i) During the
        Employment Period, (A) the Executive’s position (including status, offices,
        titles and reporting requirements), authority, duties and responsibilities
        shall
        be at least commensurate in all material respects with the most significant
        of
        those held, exercised and assigned to the Executive at any time during the
        120-day period immediately preceding the Effective Date and (B) the Executive’s
        services shall be performed at the location where the Executive was employed
        immediately preceding the Effective Date or any office or location less than
        10
        miles from such location.

       

      (ii)             During
        the Employment Period, and excluding any periods of vacation and sick leave
        to
        which the Executive is entitled, the Executive agrees to devote reasonable
        attention and time during normal business hours to the business and affairs
        of
        the Company and, to the extent necessary to discharge the responsibilities
        assigned to the Executive hereunder, to use the Executive’s reasonable best
        efforts to perform faithfully and efficiently such responsibilities. During
        the
        Employment Period it shall not be a violation of this Agreement for the
        Executive to (A) serve on corporate, civic or charitable boards or committees,
        (B) deliver lectures, fulfill speaking engagements or teach at educational
        institutions and (C) manage personal investments, so long as such activities
        do
        not significantly interfere with the performance of the Executive’s
        responsibilities as an employee of the Company in accordance with this
        Agreement. It is expressly understood and agreed that to the extent that
        any
        such activities have been conducted by the Executive prior to the Effective
        Date, the continued conduct of such activities (or the conduct of activities
        similar in nature and scope thereto) subsequent to the Effective Date shall
        not
        thereafter be deemed to interfere with the performance of the Executive’s
        responsibilities to the Company.

       

      (b)             Compensation.
        (i) Base Salary. During the Employment Period, the Executive shall receive
        an
        annual base salary (“Annual Base Salary”), which shall be paid at a monthly
        rate. The Annual Base Salary will be at least equal to twelve times the highest
        monthly base salary paid or payable, including any base salary which has
        been
        earned but deferred, to the Executive by the Company and its affiliated
        companies in respect of the twelve-month period immediately preceding the
        month
        in which the Effective Date occurs. During the Employment Period, the Annual
        Base Salary shall be reviewed no more than 12 months after the last salary
        increase awarded to the Executive prior to the Effective Date and thereafter
        at
        least annually. Any increase in Annual Base Salary shall not serve to limit
        or
        reduce any other obligation to the Executive under this Agreement. Annual
        Base
        Salary shall not be reduced after any such increase and the term Annual Base
        Salary as utilized in this Agreement shall refer to Annual Base Salary as
        so
        increased. As used in this Agreement, the term “affiliated companies” shall
        include any company controlled by, controlling or under common control with
        the
        Company.

       

      (ii)             Annual
        Bonus. In addition to Annual Base Salary, the Executive shall be awarded,
        for
        each fiscal year ending during the Employment Period, an annual bonus (the
        “Annual Bonus”) in cash at least equal to the Executive’s highest bonus for the
        last three full fiscal years prior to the Effective Date (annualized in the
        event that the Executive was not employed by the Company for the whole of
        any
        such fiscal year and received a pro-rated bonus as a consequence) (the “Recent
        Annual Bonus”). Each such Annual Bonus shall be paid no later than two and
        one-half months after the end of the fiscal year for which the Annual Bonus
        is
        awarded, unless the Executive shall elect to defer the receipt of such Annual
        Bonus pursuant to a written deferred compensation plan of the Company or
        an
        affiliated company.

       

      (iii)             Incentive,
        Savings and Retirement Plans. During the Employment Period, the Executive
        shall
        be entitled to participate in all incentive, savings and retirement plans,
        practices, policies and programs applicable generally to other peer executives
        of the Company and its affiliated companies, but in no event shall such plans,
        practices, policies and programs provide the Executive with incentive
        opportunities (measured with respect to both regular and special incentive
        opportunities, to the extent, if any, that such distinction is applicable),
        savings opportunities and retirement benefit opportunities, in each case,
        less
        favorable, in the aggregate, than the most favorable of those provided by
        the
        Company and its affiliated companies for the Executive under such plans,
        practices, policies and programs as in effect at any time during the 120-day
        period immediately preceding the Effective Date or if more favorable to the
        Executive, those provided generally at any time after the Effective Date
        to
        other peer executives of the Company and its affiliated companies.

       

      (iv)             Welfare
        Benefit Plans. During the Employment Period, the Executive and/or the
        Executive’s family, as the case may be, shall be eligible for participation in
        and shall receive all benefits under welfare benefit plans, practices, policies
        and programs provided by the Company and its affiliated companies (including,
        without limitation, medical, prescription, dental, disability, salary
        continuance, employee life, group life, accidental death and travel accident
        insurance plans and programs) to the extent applicable generally to other
        peer
        executives of the Company and its affiliated companies, but in no event shall
        such plans, practices, policies and programs provide the Executive with benefits
        which are less favorable, in the aggregate, than the most favorable of such
        plans, practices, policies and programs in effect for the Executive at any
        time
        during the 120-day period immediately preceding the Effective Date or, if
        more
        favorable to the Executive, those provided generally at any time after the
        Effective Date to other peer executives of the Company and its affiliated
        companies.

       

      (v)             Expenses.  During
        the Employment Period, the Executive shall be entitled to receive prompt
        reimbursement for all reasonable expenses incurred by the Executive in
        accordance with the most favorable policies, practices and procedures of
        the
        Company and its affiliated companies in effect for the Executive at any time
        during the 120-day period immediately preceding the Effective Date or, if
        more
        favorable to the Executive, as in effect generally at any time thereafter
        with
        respect to other peer executives of the Company and its affiliated
        companies.

       

      (vi)             Fringe
        Benefits.  During the Employment Period, the Executive shall be
        entitled to fringe benefits, including, without limitation, tax and financial
        planning services, payment of club dues, and, if applicable, use of an
        automobile and payment of related expenses, in accordance with the most
        favorable plans, practices, programs and policies of the Company and its
        affiliated companies in effect for the Executive at any time during the 120-day
        period immediately preceding the Effective Date or, if more favorable to
        the
        Executive, as in effect generally at any time thereafter with respect to
        other
        peer executives of the Company and its affiliated companies.

       

      (vii)             Office
        and Support Staff.  During the Employment Period, the Executive shall
        be entitled to an office or offices of a size and with furnishings and other
        appointments, and to exclusive personal secretarial and other assistance,
        at
        least equal to the most favorable of the foregoing provided to the Executive
        by
        the Company and its affiliated companies at any time during the 120-day period
        immediately preceding the Effective Date or, if more favorable to the Executive,
        as provided generally at any time thereafter with respect to other peer
        executives of the Company and its affiliated companies.

       

      (viii)                        Vacation.  During
        the Employment Period, the Executive shall be entitled to paid vacation in
        accordance with the most favorable plans, policies, programs and practices
        of
        the Company and its affiliated companies as in effect for the Executive at
        any
        time during the 120-day period immediately preceding the Effective Date or,
        if
        more favorable to the Executive, as in effect generally at any time thereafter
        with respect to other peer executives of the Company and its affiliated
        companies.

       

      (ix)             Equity
        Compensation Awards.  On the Effective Date, all awards of stock
        options and stock appreciation rights granted to the Executive prior to the
        date
        of this Agreement shall become fully vested and immediately exercisable,
        all
        restrictions on shares of restricted stock awarded to the Executive prior
        to the
        date of this Agreement shall immediately lapse and all performance based
        equity
        compensation awards made to the Executive prior to the date of this Agreement
        shall be deemed fully earned as if all performance goals had been fully attained
        and the performance period ended prior to the date of this Agreement on the
        Effective Date.  The treatment of awards of stock options, stock
        appreciation rights, restricted stock, performance based equity awards or
        similar equity awards made on or after the date of this Agreement shall be
        determined under the terms of the instruments evidencing such
        awards.

       

      5.           Termination
        of Employment.  (a)  Death or Disability.  The
        Executive’s employment shall terminate automatically upon the Executive’s death
        during the Employment Period. If the Company determines in good faith that
        the
        Disability of the Executive has occurred during the Employment Period (pursuant
        to the definition of Disability set forth below), it may give to the Executive
        written notice in accordance with Section 12(b) of this Agreement of its
        intention to terminate the Executive’s employment. In such event, the
        Executive’s employment with the Company shall terminate effective on the 30th day after
        receipt
        of such notice by the Executive (the “Disability Effective Date”), provided
        that, within the 30 days after such receipt, the Executive shall not have
        returned to full-time performance of the Executive’s duties. For purposes of
        this Agreement, “Disability” shall mean the absence of the Executive from the
        Executive’s duties with the Company on a full-time basis for 180 consecutive
        business days as a result of incapacity due to mental or physical illness
        which
        is determined to be total and permanent by a physician selected by the Company
        or its insurers and acceptable to the Executive or the Executive’s legal
        representative.

       

      (b)             Cause.  The
        Company may terminate the Executive’s employment during the Employment Period
        for Cause. For purposes of this Agreement, “Cause” shall mean:

       

      (i)             fraud,
        misappropriation or intentional material damage to the property or business
        of
        the Company, or

       

      (ii)             commission
        of a felony whose determination is final and non-appealable, or entry of
        a plea
        of guilty or no contest to the commission of a felony, or

       

      (iii)             material
        violation of any material law, rule or regulation applicable to the Company
        or
        its business.

       

      For
        purposes of this provision, no act or failure to act, on the part of the
        Executive, shall be considered “intentional” unless it is done, or omitted to be
        done, by the Executive in bad faith or without reasonable belief that the
        Executive’s action or omission was in the best interests of the Company. Any
        act, or failure to act, based upon authority given pursuant to a resolution
        duly
        adopted by the Board or upon the instructions of the Chief Executive Officer
        or
        a senior officer of the Company or based upon the advice of counsel for the
        Company shall be conclusively presumed to be done, or omitted to be done,
        by the
        Executive in good faith and in the best interests of the Company. The cessation
        of employment of the Executive shall not be deemed to be for Cause unless
        and
        until there shall have been delivered to the Executive a copy of a resolution
        duly adopted by the affirmative vote of not less than three-quarters of the
        entire 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 the
        Executive is given an opportunity, together with counsel, to be heard before
        the
        Board), finding that, in the good faith opinion of the Board, the Executive
        is
        guilty of the conduct described in subparagraph (i) or (ii) or (iii) above,
        and
        specifying the particulars thereof in detail.

       

      (c)           Good
        Reason.  The Executive’s employment may be terminated by the Executive
        for Good Reason. For purposes of this Agreement, “Good Reason” shall
        mean:

       

      (i)           without
        the express written consent of the Executive, the assignment to the Executive
        of
        any duties inconsistent in any respect with the Executive’s position (including
        status, offices, titles and reporting requirements), authority, duties or
        responsibilities as contemplated by Section 4(a) of this Agreement, or any
        other
        action by the Company which results in a diminution in such position, authority,
        duties or responsibilities, excluding for this purpose an isolated,
        insubstantial and inadvertent action not taken in bad faith and which is
        remedied by the Company promptly after receipt of notice thereof given by
        the
        Executive;

       

      (ii)           any
        failure by the Company to comply with any of the provisions of Section 4(b)
        of
        this Agreement, other than an isolated, insubstantial and inadvertent failure
        not occurring in bad faith and which is remedied by the Company promptly
        after
        receipt of notice thereof given by the Executive;

       

      (iii)           without
        the express written consent of the Executive, the Company’s requiring the
        Executive to be based at any office or location other than as provided in
        Section 4(a)(i)(B) hereof or the Company’s requiring the Executive to travel on
        Company business to a substantially greater extent than required during the
        one-year period prior to the Effective Date;

       

      (iv)           any
        purported termination by the Company of the Executive’s employment otherwise
        than as expressly permitted by this Agreement; or

       

      (v)           any
        failure by the Company to comply with and satisfy Section 11(c) of this
        Agreement.

       

      For
        purposes of this Section 5(c), any good faith determination of “Good Reason”
made by the Executive shall be conclusive. Anything in this Agreement to
        the
        contrary notwithstanding, a termination by the Executive for any reason during
        the 30-day period immediately following the first anniversary of the Effective
        Date shall be deemed to be a termination for Good Reason for all purposes
        of
        this Agreement.

       

      (d)             Notice
        of Termination.  Any termination by the Company for Cause, or by the
        Executive for Good Reason, shall be communicated by Notice of Termination
        to the
        other party hereto given in accordance with Section 12(b) of this Agreement.
        For
        purposes of this Agreement, a “Notice of Termination” means a written notice
        which (i) indicates the specific termination provision in this Agreement
        relied
        upon, (ii) to the extent applicable, sets forth in reasonable detail the
        facts
        and circumstances claimed to provide a basis for termination of the Executive’s
        employment under the provision so indicated and (iii) if the Date of Termination
        (as defined below) is other than the date of receipt of such notice, specifies
        the termination date (which date shall be not more than thirty days after
        the
        giving of such notice). The failure by the Executive or the Company to set
        forth
        in the Notice of Termination any fact or circumstance which contributes to
        a
        showing of Good Reason or Cause shall not waive any right of the Executive
        or
        the Company, respectively, hereunder or preclude the Executive or the Company,
        respectively, from asserting such fact or circumstance in enforcing the
        Executive’s or the Company’s rights hereunder.

       

      (e)             Date
        of Termination.  “Date of Termination” means (i) if the Executive’s
        employment is terminated by the Company for Cause, or by the Executive for
        Good
        Reason, the date of receipt of the Notice of Termination or any later date
        specified therein, as the case may be, (ii) if the Executive’s employment is
        terminated by the Company other than for Cause or Disability, the date on
        which
        the Company notifies the Executive of such termination and (iii) if the
        Executive’s employment is terminated by reason of death or Disability, the date
        of death of the Executive or the Disability Effective Date, as the case may
        be.

       

      6.           Obligations
        of the Company upon Termination.  (a)  Good Reason;
        Other Than for Cause, Death or Disability. If, during the Employment Period,
        the
        Company shall terminate the Executive’s employment other than for Cause, Death
        or Disability or the Executive shall terminate employment for Good
        Reason:

       

      (i)           the
        Company shall pay to the Executive the following amounts:

       

      A.           in
        a lump sum in cash 30 days after the Date of Termination, the sum of (1)
        the
        Executive’s Annual Base Salary through the Date of Termination to the extent not
        theretofore paid, (2) the Executive’s Annual Bonus for the most recently
        completed fiscal year, to the extent not theretofore paid or deferred by
        the
        Executive, and (3) the product of (x) the Annual Bonus in effect at such
        date
        and (y) a fraction, the numerator of which is the number of days in the current
        fiscal year through the Date of Termination, and the denominator of which
        is
        365, and (4) any accrued vacation pay, to the extent not theretofore paid;
        and

       

      B.           at
        the time and in the manner provided in, or in accordance with, the applicable
        written deferral arrangement, any compensation previously deferred by the
        Executive (together with any accrued interest or earnings thereon), to the
        extent not theretofore paid (such deferred compensation, together with the
        amounts referred to in subclauses (1), (2) (3) and (4) of clause (A) above,
        the
“Accrued Obligations”);

       

      C.           the
        amount equal to the product of (1) [MULTIPLE] and (2) the sum of (x) the
        Executive’s Annual Base Salary and (y) the Annual Bonus and (z) the aggregate
        employer contributions made for the Executive’s account for the most recently
        completed fiscal year under all qualified and non-qualified defined contribution
        plans.

       

      (ii)             for
        [MULTIPLE] years after the Executive’s Date of Termination, or such longer
        period as may be provided by the terms of the appropriate plan, program,
        practice or policy, the Company shall continue group health, medical, dental,
        vision, prescription drug and life insurance benefits to the Executive and/or
        the Executive’s family (collectively, the “Other Benefits”) at least equal to
        those which would have been provided to them in accordance with the plans,
        programs, practices and policies described in Section 4(b)(iv) of this Agreement
        if the Executive’s employment had not been terminated or, if more favorable to
        the Executive, as in effect generally at any time thereafter with respect
        to
        other peer executives of the Company and its affiliated companies and their
        families, provided, however, that if the Executive becomes reemployed with
        another employer and is eligible to receive medical or other benefits under
        another employer-provided plan, the medical and other benefits described
        herein
        shall be secondary to those provided under such other plan during such
        applicable period of eligibility, and for purposes of determining eligibility
        (but not the time of commencement of benefits) of the Executive for retiree
        benefits pursuant to such plans, practices, programs and policies, the Executive
        shall be considered to have remained employed until three years after the
        Date
        of Termination and to have retired on the last day of such period;

       

      (iii)             without
        limiting the generality of clause (ii) above, the Executive’s participation in
        the Company’s hospital/medical/surgical insurance plan shall be continued on the
        same basis as prior to the Date of Termination, or equivalent benefits shall
        be
        provided by the Company, at no direct cost to the Executive for a period
        of
        [MULTIPLE] years from the Date of Termination; and

       

      (iv)             the
        Company shall, at its sole expense as incurred, provide the Executive with
        outplacement services the scope and provider of which shall be selected by
        the
        Executive in the Executive’s sole discretion, but shall in event cost the
        Company more than $10,000 in any calendar year or continue for more than
        [MULTIPLE].

       

      (b)             Death.  If
        the Executive’s employment is terminated by reason of the Executive’s death
        during the Employment Period, this Agreement shall terminate without further
        obligations to the Executive’s legal representatives under this Agreement, other
        than for payment of Accrued Obligations and the timely payment or provision
        of
        Other Benefits.

       

      (c)             Disability.  If
        the Executive’s employment is terminated by reason of the Executive’s Disability
        during the Employment Period, this Agreement shall terminate without further
        obligations to the Executive, other than for payment of Accrued Obligations
        and
        the timely payment or provision of Other Benefits. Accrued Obligations shall
        be
        paid to the Executive in a lump sum in cash 30 days after the Date of
        Termination. With respect to the provision of Other Benefits, the term Other
        Benefits as utilized in this Section 6(c) shall include, and the Executive
        shall
        be entitled after the Disability Effective Date to receive, disability and
        other
        benefits at least equal to the most favorable of those generally provided
        by the
        Company and its affiliated companies to disabled executives and/or their
        families in accordance with such plans, programs, practices and policies
        relating to disability, if any, as in effect generally with respect to other
        peer executives and their families at any time during the 120-day period
        immediately preceding the Effective Date or, if more favorable to the Executive
        and/or the Executive’s family, as in effect at any time thereafter generally
        with respect to other peer executives of the Company and its affiliated
        companies and their families.

       

      (d)             Cause;
        Other than for Good Reason.  If the Executive’s employment shall be
        terminated for Cause during the Employment Period, this Agreement shall
        terminate without further obligations to the Executive other than the obligation
        to pay to the Executive (x) the Annual Base Salary through the Date of
        Termination, (y) the amount of any compensation previously deferred by the
        Executive, to the extent vested, and (z) Other Benefits, in each case to
        the
        extent theretofore unpaid. If the Executive voluntarily terminates employment
        during the Employment Period, excluding a termination for Good Reason, this
        Agreement shall terminate without further obligations to the Executive, other
        than for Accrued Obligations and the timely payment or provision of Other
        Benefits. In such case, all Accrued Obligations shall be paid to the Executive
        in a lump sum in cash within 30 days of the Date of Termination.

       

      (e)             Payment
        Schedule.  Notwithstanding anything to the contrary in this Agreement,
        to the extent required to comply with Section 409A(a)(2)(B) of the Code,
        (I) if
        the Executive’s termination of employment does not constitute a “separation from
        service” within the meaning of Section 409A of the Code, any taxable payment or
        benefit which becomes due under this Agreement as a result of such termination
        of employment shall be deferred to the earliest date on which the Executive
        has
        a separation from service within the meaning of Section 409A of the Code;
        and
        (ii) if the Executive is deemed to be a ‘specified employee’ for purposes of
        Section 409A(a)(2)(B) of the Code at his separation from service, payments
        due
        to him that would otherwise have been payable at any time during the six
        month
        period immediately following separation from service (within the meaning
        of
        Section 409A of the Code) shall not be paid prior to, and shall instead be
        payable in a lump sum upon, the expiration of such six-month period. Any
        amounts
        deferred under this Section 4(e) shall bear interest at an annual rate equal
        to
        the long-term rate from the date originally scheduled to be paid through
        and
        including the date of actual payment, compounded monthly.

       

      (f)             Payment
        Cap.  Notwithstanding anything to the contrary in this Agreement,
        if any payment under this Section 6, either alone or together with other
        payments and benefits which the Executive has the right to receive from the
        Company and its affiliated companies, would constitute a “parachute payment”
under Section 280G of the Code, payments shall be reduced by the amount,
        if any,
        which is the minimum necessary to result in no portion of such payments being
        non-deductible to the Company or its affiliated companies pursuant to Section
        280G of the Code and subject to the excise tax imposed under Section 4999
        of the
        Code. The allocation of the reduction required hereby among such payments
        shall
        be determined by the Executive.

       

      7.           Non-exclusivity
        of Rights.  Nothing in this Agreement shall prevent or limit the
        Executive’s continuing or future participation in any plan, program, policy or
        practice provided by the Company or any of its affiliated companies and for
        which the Executive may qualify, nor, subject to Section 12(f), shall anything
        herein limit or otherwise affect such rights as the Executive may have under
        any
        contract or agreement with the Company or any of its affiliated companies.
        Amounts which are vested benefits or which the Executive is otherwise entitled
        to receive under any plan, policy, practice or program of or any contract
        or
        agreement with the Company or any of its affiliated companies at or subsequent
        to the Date of Termination shall be payable in accordance with such plan,
        policy, practice or program or contract or agreement except as explicitly
        modified by this Agreement.

       

      8.           Full
        Settlement; Legal Fees.  The Company’s obligation to make the
        payments provided for in this Agreement and otherwise to perform its obligations
        hereunder shall not be affected by any set-off, counterclaim, recoupment,
        defense or other claim, right or action which the Company may have against
        the
        Executive or others. In no event shall the Executive be obligated to seek
        other
        employment or take any other action by way of mitigation of the amounts payable
        to the Executive under any of the provisions of this Agreement and except
        as
        specifically provided in Section 6(a)(ii), such amounts shall not be reduced
        whether or not the Executive obtains other employment. The Company agrees
        to pay
        as incurred, to the full extent permitted by law, all legal fees and expenses
        which the Executive may reasonably incur as a result of any contest (regardless
        of the outcome thereof) by the Company, the Executive or others of the validity
        or enforceability of, or liability or entitlement under, any provision of
        this
        Agreement or any guarantee of performance thereof (whether such contest is
        between the Company and the Executive or between either of them and any third
        party, and including as a result of any contest by the Executive about the
        amount of any payment pursuant to this Agreement), plus in each case interest
        on
        any delayed payment at the applicable Federal rate provided for in Section
        7872(f)(2)(A) of the Code.

       

      9.           Determinations
        Required under Section 280G of the Code. All calculations
        required to be made in order to determine whether payments constitute an
“excess
        parachute payment” within the meaning of Section 280G of the Code , including
        the assumptions to be utilized in arriving at such determination, shall be
        made
        by Crowe Chizek and Company LLC or such other registered public accounting
        firm
        as may be designated by acting as the Company’s independent auditors (the
“Accounting Firm”), which shall provide detailed supporting calculations both to
        the Company and the Executive within 15 business days of the receipt of demand
        from the Executive, or such earlier time as is requested by the Company.
        In the
        event that the Accounting Firm is serving as accountant or auditor for the
        individual, entity or group effecting the Change of Control, the Executive
        shall
        appoint another nationally recognized accounting firm to make the determinations
        required hereunder (which accounting firm shall then be referred to as the
        Accounting Firm hereunder). All fees and expenses of the Accounting Firm
        shall
        be borne solely by the Company. Any determination by the Accounting Firm
        shall
        be binding upon the Company and the Executive.

       

      10.           Restrictive
        Convents.  The Company conducts a consumer and business banking
        business (the “Company’s Business”). The Executive acknowledges that the Company
        is entering into this Agreement with him for the purpose of preserving and
        cultivating the Company’s Business in preparation for a possible Change of
        Control of the Company. Therefore, the Executive agrees to the following
        covenants:

       

      (i)           Definition
        of Company’s Geographic Market.  For all purposes of this Section 10,
        the Company’s Geographic Market shall be any town, county, village or other
        municipal unit by which the Company or any applicable Company maintains an
        office, but that contiguous town, county, village or municipal
        unit.

       

      (ii)             Confidential
        Information.  Unless he obtains the prior written consent of the
        Company, the Executive shall keep confidential and shall refrain from using
        for
        the benefit of himself, or any person or entity other than the Company and
        its
        parents and subsidiaries (the Company and such parents and subsidiaries
        collectively, the “Company’s Affiliated Group”), any material document or
        information obtained from a member of the Company’s Affiliated Group in the
        course of his employment with any of them concerning their current or planned
        future properties, operations or business, including but not limited to
        information concerning the Company’s customers (the “Confidential Information”)
        unless and until such document or information is readily ascertainable from
        public or published information or trade sources or has otherwise been made
        available to the public through no fault of his own; provided, however, that
        nothing in this Section 10(a)(ii) shall prevent the Executive, with or without
        the Company’s consent, from participating in or disclosing documents or
        information in connection with any judicial or administrative investigation,
        inquiry or proceeding to the extent that such participation or disclosure
        is
        compelled under applicable law; in such event, the Executive shall, to the
        extent practicable under the circumstances, notify the Company in advance
        of and
        afford the Company an opportunity, at its own expense, to take action to
        prevent
        or limit the scope of such participation or disclosure.

       

      (iii)             Proprietary
        Information.  The Executive acknowledges that, during the course of
        his employment, he will, alone or jointly with others, develop or have access
        to
        information (whether in written, oral, electronic or other form) concerning
        the
        Company’s Affiliated Group’s business plans, marketing plans, methods and
        surveys, product and service design, development and pricing plans and methods,
        customer lists, prospect lists, customer relationship information and need
        assessments, profitability assessments, technology, service marks, trademarks
        and other intellectual property, trade secrets, know-how and other proprietary
        information concerning the Company’s Affiliated Group (the “Proprietary
        Information”). The Executive acknowledges that all such Proprietary Information
        is, as between the Executive and the Company’s Affiliated Group, the sole
        property of the Company’s Affiliated Group and that the Executive has no right,
        title or interest therein. During his employment with the Company and at
        all
        times thereafter, the Executive shall refrain from using any Proprietary
        Information for the benefit of any person or entity other than the Company’s
        Affiliated Group. At any time upon the Company’s request, and in any event upon
        his termination of employment with the Company, the Executive shall promptly
        return to the Company all Proprietary Information in his possession in any
        form
        or media and all laptop computers, cell phones and other property of the
        Company’s Affiliated Group in his possession and shall, if requested to do so by
        the Company, certify in writing that any Proprietary Information not so returned
        has been destroyed.

       

      (iv)             Non-derogation.  While
        employed by the Company and at all times thereafter, the Executive shall
        refrain
        from making any statement (whether or not in writing) concerning the Company’s
        Affiliated Group or its business, operations, customers, directors, officers,
        employees or owners that he intends, or that a reasonable person acting in
        like
        circumstances would expect, to impair in any respect the Company’s Affiliated
        Group’s business, operations or reputation.

       

      (v)             Solicitation.  The
        Executive, for a period of one (1) year following his termination of employment
        with the Company, shall not, without the written consent of the Company,
        either
        directly or indirectly:

       

      (A)             solicit,
        offer employment to, or take any other action intended, or that a reasonable
        person acting in like circumstances would expect, to have the effect of causing
        any officer or employee of the Company’s Affiliated Group to terminate his or
        her employment and accept employment or become affiliated with, or provide
        services with or without compensation in any capacity whatsoever to, any
        person
        or entity engaged in a business or line of business or providing a product
        or
        service in direct or indirect competition with the Company’s Business in the
        Company’s Geographic Market;

       

      (B)             provide
        any information, advice or recommendation with respect to any such officer
        or
        employee to any person or entity that is intended, or that a reasonable person
        acting in like circumstances would expect, to have the effect of causing,
        encouraging or enabling any officer or employee of the Company’s Affiliated
        Group to terminate his employment and accept employment or become affiliated
        with, or provide services with or without compensation in any capacity
        whatsoever to, any person or entity engaged in a business or line of business
        or
        providing a product or service in direct or indirect competition with the
        Company’s Business in the Company’s Geographic Market; or

       

      (C)             directly
        or indirectly solicit, or facilitate in any manner any other person’s or
        entity’s solicitation of, business in competition with the Company’s Business in
        the Company’s Geographic Market from (I) any of the Company’s customers with
        whom the Executive served as a relationship manager, or whom the Executive
        was
        assigned to solicit on behalf of the Company, at any time during the period
        of
        one (1) year ending on the date of his termination of employment; (II) any
        other
        person or entity which the Executive knows to be one of the Company’s customers,
        or (III) any other person or entity which the Executive knows is being actively
        solicited by the Company on, or had been identified for active solicitation
        by
        the Company at any time during the period of one (1) year ending on the date
        of
        his termination of employment with the Company.

       

      (b)             Reasonableness
        of Covenants.  The Executive acknowledges that: (i) the Company
        has a legitimate business interest in preserving its investment in its
        Confidential Information and Proprietary Information, and the Company’s
        customers; (ii) the restrictions set forth in this Section 10 constitute
        reasonable restrictions to protect the Company’s legitimate business interests;
        (iii) such restrictions are reasonable in duration, geographic scope and
        scope
        of business protected; (iv) observing such restrictions will not unreasonably
        impair the Employee’s ability to seek or secure employment following his
        termination of employment with the Company; and (v) his employment by the
        Company constitute adequate consideration for his adherence to such
        restrictions. The Executive hereby waives his right, in any action or proceeding
        relating to the enforcement or enforceability of the provisions of this Section
        10, to make any argument or assertion to the contrary.

       

      (c)             Nonexclusive
        Monetary Damages.  If the Executive violates any of the covenants
        set forth in Section 10(a), then in addition to any other remedies that may
        be
        available to the Company at law or equity: (i) the Executive shall forfeit
        his
        right to receive any future compensation and benefits under this Agreement,
        other than earned but unpaid compensation under vested benefits under benefit
        plans; (ii) the Executive shall repay to the Company on demand the amount
        of any
        payments (other than earned compensation and vested benefits under benefit
        plans) theretofore paid, together with interest thereon from the date of
        payment
        by the Company to the date of repayment by the Executive at the rate of six
        percent (6%) per annum, compounded annually; and (iii) the Executive shall
        forfeit and pay over to the Company any monetary payments made, and the fair
        market value of any benefits in kind (including but not limited to benefits
        under any indemnification agreements or arrangements) provided, by any person
        or
        entity for the purpose of inducing the Executive to violate, or rendering
        the
        Executive financially indifferent to the consequences of violating, any of
        such
        covenants. The Executive hereby acknowledges that the foregoing constitute
        reasonable but non-exclusive damages and waives his right, in any action
        or
        proceeding relating to the enforcement or enforceability of the provisions
        of
        this Section 10, to make any argument or assertion to the contrary.

       

      (d)           Specific
        Performance.  The Executive acknowledges that money damages will
        not be an adequate remedy for his failure to observe or perform any of the
        covenants set forth in Section 10(a). Therefore, the Company shall have the
        right to apply to any court of competent jurisdiction for equitable relief,
        including but not limited to a temporary restraining order or injunction
        ordering specific performance. The Executive hereby waives his right, in
        any
        action or proceeding relating to any application for equitable relief, to
        make
        any argument or assertion to the contrary.

       

      (e)           Notification
        to Subsequent Employers and Potential Employers.  Prior to
        accepting employment with any person or entity other than a member of the
        Company’s Affiliated Group, the Executive shall disclose to such person or
        entity the existence of this Agreement and furnish such person or entity
        with a
        copy hereof. The Company reserves the right, and the Executive hereby authorizes
        the Company (i) to notify any person or entity making a pre-hire or post-hire
        inquiry of the Company concerning the Executive of the existence of this
        Agreement and to furnish to such person or entity a copy hereof and (ii)
        to
        notify any person or entity engaged in a business or line of business or
        providing products or services in direct or indirect competition with the
        Company’s Business in the Company’s Geographic Market by whom the Executive is
        subsequently employed, or with whom the Executive is subsequently affiliated
        as
        an owner, investor, financier, director, officer, employee, independent
        contractor, vendor or service provider, whether for or without compensation,
        of
        the existence of this Agreement and to furnish to such person or entity a
        copy
        hereof.

       

      (f)           Reformation
        or Modification.  In the event that this Section 10 or any portion
        hereof shall be found by an arbitrator or court of competent jurisdiction
        to be
        unenforceable as written, such court or arbitrator shall, and is hereby
        authorized to, modify this Section 10 or any portion hereof in such manner
        as he
        or it determines to be necessary to render this section 10 enforceable to
        the
        maximum possible extent and to enforce this Section 10 as so
        modified.

       

      11.           Successors.  (a)  This
        Agreement is personal to the Executive and without the prior written consent
        of
        the Company shall not be assignable by the Executive otherwise than by will
        or
        the laws of descent and distribution. This Agreement shall inure to the benefit
        of and be enforceable by the Executive’s legal representatives.

       

      (b)           This
        Agreement shall inure to the benefit of and be binding upon the Company and
        its
        successors and assigns.

       

      (c)           The
        Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the business
        and/or assets of the Company to assume expressly and agree to perform this
        Agreement in the same manner and to the same extent that the Company would
        be
        required to perform it if no such succession had taken place.

       

      As
        used
        in this Agreement, “Company” shall mean the Company as hereinbefore defined and
        any successor to its business and/or assets as aforesaid which assumes and
        agrees to perform this Agreement by operation of law, or otherwise.

       

      12.           Miscellaneous.  (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York, without reference to principles of conflict of laws. The
        captions of this Agreement are not part of the provisions hereof and shall
        have
        no force or effect. This Agreement may not be amended or modified otherwise
        than
        by a written agreement executed by the parties hereto or their respective
        successors and legal representatives.

       

      (b)           All
        notices and other communications hereunder shall be in writing and shall
        be
        given by hand delivery to the other party or by registered or certified mail,
        return receipt requested, postage prepaid, addressed as follows:

       

      

        

      

       

        1           The
          Company’s General Counsel, Ms. Patricia M. Schaubeck, has not previously entered
          into a Change of Control Employment Agreement with the Company.  As
          such, Ms. Schaubeck’s Change of Control Employment Agreement is not being
          amended and restated.  All terms and conditions of Ms. Schaubeck’s
          Change of Control Employment Agreement are otherwise identical to the terms
          and
          conditions of this form of Amended and Restated Change of Control Employment
          Agreement.

      

      


       

      
        	
                If
                  to the Executive:

              	 
	 	 
	 	 
	 	 
	
                If
                  to the Company:

              	
                State
                  Bancorp, Inc.

              
	 	
                Two
                  Jericho Plaza

              
	 	
                Jericho,
                  New York 11753

              
	 	
                Attention:
                  General Counsel

              


      

      


      or
        to
        such other address as either party shall have furnished to the other in writing
        in accordance herewith. Notice and communications shall be effective when
        actually received by the addressee.

       

      (c)             The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        Agreement.

       

      (d)             The
        Company may withhold from any amounts payable under this Agreement such Federal,
        state, local or foreign taxes as shall be required to be withheld pursuant
        to
        any applicable law or regulation.

       

      (e)             The
        Executive’s or the Company’s failure to insist upon strict compliance with any
        provision hereof or any other provision of this Agreement or the failure
        to
        assert any right the Executive or the Company may have hereunder, including,
        without limitation, the right of the Executive to terminate employment for
        Good
        Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed
        to
        be a waiver of such provision or right or any other provision or right of
        this
        Agreement.

       

      (f)             The
        Executive and the Company acknowledge that, except as may otherwise be provided
        under any other written agreement between the Executive and the Company,
        the
        employment of the Executive by the Company is “at will” and, prior to the
        Effective Date, the Executive’s employment may be terminated by either the
        Executive or the Company at any time, in which case the Executive shall have
        no
        further rights under this Agreement. From and after the Effective Date, this
        Agreement shall supersede any other agreement between the parties with respect
        to the subject matter hereof.

       

      IN
        WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
        pursuant to the authorization from its Board of Directors, the Company has
        caused this Agreement to be executed in its name on its behalf, all as of
        the
        day and year first above written.

       

      


       

      ________________________________

      [NAME]

       

      


      


      STATE
        BANCORP, INC.

       

      


      By:  _________________________________