Exhibit 10.3


 


AMENDED
AND RESTATED


EMPLOYMENT
AGREEMENT


 


This Amended and Restated
Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective
on January 1, 2019 (the “Effective Date”), by and among 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 Rodney Whitwell (“Executive”).


 


WITNESSETH:


 


WHEREAS, the
Company, the Bank and Executive are parties to that certain Employment Agreement dated as of November 1, 2013, as amended on October
31, 2016 (the “Prior Agreement”); and


 


WHEREAS, the
Company, the Bank and Executive desire to amend and restate in its entirety the Prior Agreement to reflect the terms of Executive’s
continued employment with the Company and the Bank following the Effective Date.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive
hereby agree as follows:


 


1.            Employment.
Subject to the terms set forth herein, the Company and the Bank agree to employ Executive as Senior Executive Vice President
and Chief Administrative Officer of the Company and the Bank, and Executive hereby accepts such employment. As Senior Executive
Vice President and Chief Administrative Officer of the Company and the Bank, Executive shall have such authority, perform such
duties, and fulfill such responsibilities commonly incident to such positions, as well as those that are delegated to Executive
by the Chief Executive Officer of the Bank. While employed, Executive shall report to the Chief Executive Officer, and Executive
shall devote his full business time and attention to the business and affairs of the Company and the Bank, and shall use his best
efforts to advance the interests of the Company and the Bank; provided that, Executive may engage in outside activities
in accordance with Section 5.


 


2.            Employment
Period.


 


(a)          Duration.
Executive’s period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue
until December 31, 2021 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary
of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance
with Section 6 hereof (such period of employment being the “Employment Period”).


 


(b)          Employment
Following Termination of Employment Period. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s
employment following the expiration of the Employment Period upon such terms and conditions as the Company, the Bank and Executive
may agree.


 




     


     


    

 


3.            Compensation.
In exchange for the on-going services of Executive hereunder, the Bank shall provide the following:


 


(a)          Base
Salary. In consideration for the services performed by Executive during the Employment Period, effective January 1, 2019 the
Bank shall pay to Executive an annual salary (“Base Salary”) of $475,000. The Base Salary shall be paid in approximately
equal installments in accordance with the Bank’s customary payroll practices. Executive’s Base Salary shall be reviewed
at least annually during the Employment Period for possible upward adjustment, and Executive’s Base Salary shall not be reduced
without Executive’s consent. The term Base Salary, as utilized in this Agreement, shall refer to Base Salary as it may be
increased from time to time.


 


(b)          Annual
Bonus. For each fiscal year of the Company during the Employment Period, Executive shall be eligible to participate in the
Company’s Short-Term Incentive Plan (or any successor thereto) (the “Annual Bonus Plan”). Executive’s
target bonus under the Annual Bonus Plan shall be determined annually as of December 31 by the Compensation Committee of the Company
Board. As of the date of this Agreement, the Employee's target annual bonus under the Annual Bonus Plan shall be equal to seventy
percent (70%) of Employee’s Base Salary (the “Target Bonus”). The actual amount of Executive’s annual bonus
shall depend upon the achievement of performance goals established by the Compensation Committee of the Company Board, with the
actual bonus to be determined by the Compensation Committee of the Company Board. The terms and conditions of the Annual Bonus
Plan and the payments to Executive thereunder shall be applied on a basis not less favorable to Executive than to other similarly
situated senior executives of Sterling generally. The Compensation Committee of the Company Board shall periodically review Executive’s
Target Bonus percentage and may in its discretion increase Executive’s annual bonus opportunity. The term Target Bonus, as
utilized in this Agreement, shall refer to the Target Bonus as it may be increased. Annual bonuses awarded to Executive under the
Annual Bonus Plan are referred to herein as “Annual Bonuses.” The payment of any such Annual Bonus shall be
subject to all the terms and conditions of the applicable Annual Bonus Plan.


 


(c)          Long-Term
Compensation. During the Employment Period, Executive shall be eligible to participate in any equity and/or other long-term
compensation programs established by the Company from time to time for senior executive officers. Executive’s target annual
equity award opportunity shall be determined by the Compensation Committee of the Company Board and shall be no less favorable
than the target equity award opportunity available to other similarly situated senior executives of Sterling generally, with the
actual award to be determined by the Compensation Committee of the Company Board on a basis not less favorable to Executive than
to other similarly situated senior executives of Sterling generally.


 


(d)          Employee
Benefit Plans; Paid Time Off.


 


(i)          Benefit
Plans. During the Employment Period, Executive shall be an employee of the Company and the Bank, and shall be entitled to participate,
on terms and conditions not less favorable to Executive than other similarly situated senior executives of Sterling generally,
in Sterling’s (A) tax-qualified defined contribution retirement plans (currently, Sterling’s 401(k) and Profit
Sharing Plan); (B) group life, health and disability insurance plans; and (C) any other employee benefit plans and programs
and perquisites in accordance with Sterling’s customary practices with respect to other similarly situated senior executives
of Sterling generally; provided that Executive’s participation shall be subject to the terms of such plans and programs
(including being a member of the class of employees currently eligible to commence participation in the plan or program); and provided,
further, that nothing herein shall limit Sterling’s right to amend or terminate any such plans or programs.


 




     


     


    

 


(ii)         Paid
Time Off. Executive shall be entitled to five (5) weeks of paid vacation time each year during the Employment Period (measured
on a fiscal or calendar year basis, in accordance with Sterling’s usual practices), as well as sick leave, holidays and other
paid absences in accordance with Sterling’s policies and procedures for senior executives. Any unused paid time off during
an annual period may be carried forward into the following year to the extent permitted under Sterling’s policies and procedures
and Executive shall be compensated for any unused paid time off to the extent provided for under Sterling’s policies and
procedures as applicable to other similarly situated senior executives of Sterling generally.


 


(e)          Expenses.
The Bank shall reimburse Executive for Executive’s ordinary and necessary business expenses and travel and entertainment
expenses incurred in connection with the performance of Executive’s duties under this Agreement upon presentation to the
Bank of an itemized account of such expenses in such form as the Bank may reasonably require.


 


4.           Principal
Place of Employment. Executive’s principal place of employment during the Employment Period shall be at the Company’s
principal executive offices or at such other location upon which the Company and Executive may mutually agree, and subject to travel
to such other locations as shall be necessary to fulfill the employment duties.


 


5.           Outside
Activities and Board Memberships. During the Employment Period, Executive shall not provide services on behalf of any financial
institution or other entity or business that competes with the Company, the Bank or any of their affiliates (each, a “competitive
business”), or any subsidiary or affiliate of any such competitive business, as an employee, consultant, independent
contractor, agent, sole proprietor, partner, joint venturer, corporate officer or director; nor shall Executive acquire, by reason
of purchase during the Employment Period, the ownership of more than one percent (1%) of the outstanding equity interest in any
such competitive business. In addition, during the Employment Period, Executive shall not, directly or indirectly, acquire a beneficial
interest, or engage in any joint venture in real estate with Sterling. Subject to the foregoing, Executive may serve on boards
of directors of unaffiliated corporations, subject to approval by the Company Board, which shall not be unreasonably withheld,
and boards of directors of not-for-profit organizations and trade associations, subject to approval by the Company in accordance
with Sterling’s policies and procedures. Except as specifically set forth herein, Executive may engage in personal business
and investment activities, including real estate investments and personal investments in the stocks, securities and obligations
of other financial institutions (or their holding companies). Notwithstanding the foregoing, in no event shall Executive’s
outside activities, services, personal business and investments materially interfere with the performance of Executive’s
duties under this Agreement. Nothing in this Section 5 shall limit any of Executive’s obligations under Section 9
hereof.


 




     


     


    

 


6.           Termination
of Employment.


 


(a)          Termination
by Sterling without Cause.


 


(i)          Sterling
shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving
notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment
pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause
for purposes of this Section 6.


 


(ii)         In
the event that Sterling terminates Executive’s employment during the Employment Period without Cause:


 


(A)         The
Bank shall pay or provide to Executive any Accrued Obligations;


 


(B)         If
such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank
shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance
Payment”) in an amount equal to one (1) year of Executive’s Base Salary (in the amount in effect immediately prior
to termination of employment) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s
date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month
following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination
of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment
for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments”
and, together with the Severance Payment, the “Severance Benefits”); and


 


(C)         If
such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates
(or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive,
within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”)
equal to (i) two (2) times the sum of Executive’s Base Salary immediately prior to termination of employment, plus (ii)
two (2) times the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination
of employment; (II) pay to Executive the Executive’s Target Bonus pro-rated for the number of days which the Executive was
employed by the Company or the Bank during the calendar year in which the Executive’s termination occurred following a Change
in Control; (III) pay to Executive any accrued vacation pay due under the terms of the Bank’s vacation policy to the extent
not theretofore paid; and (IV) pay to Executive on a monthly basis commencing with the first month following Executive’s
termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the
COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”).


 




     


     


    

 


(D)         If
such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates
(or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), any unvested Long-Term Incentive
Award of Executive will vest in accordance with the applicable grant or award agreement.


 


(b)         Termination
by the Company for Cause. Sterling shall have the right to terminate Executive’s employment at any time during the Employment
Period for Cause by giving notice to Executive as provided in Section 6(f) hereof. In the event Executive’s employment
is terminated for Cause, Sterling’s sole obligation shall be to pay or provide to Executive any Accrued Obligations.


 


(c)          Resignation
by Executive without Good Reason. Executive may resign from employment during the Employment Period without Good Reason at
any time by giving notice to the Bank as described in Section 6(f). In the event Executive resigns from employment without
Good Reason, Sterling’s sole obligation shall be to pay or provide to Executive any Accrued Obligations.


 


(d)          Resignation
by Executive for Good Reason. Executive may resign from employment under this Agreement for Good Reason by giving notice to
the Bank as described in Section 6(f). In the event Executive resigns from employment for Good Reason, (i) the Bank shall
pay or provide to Executive any Accrued Obligations, and (ii) if such resignation occurs upon or within twenty-four (24) months
after a Change in Control, Executive shall, subject to Section 6(g), be entitled to the CIC Severance Benefits to the same
extent as if Executive’s employment was terminated by Sterling without Cause pursuant to Section 6(a)(ii)(C) as of the
date of Executive’s termination of employment for Good Reason.


 


(e)          Termination
by Reason of Death or Disability of Executive.


 


(i)          In
the event of Executive’s death during the Employment Period, Sterling’s sole obligation shall be to pay to Executive’s
legal representatives any Accrued Obligations.


 


(ii)         Sterling
shall be entitled to terminate Executive’s employment due to Executive’s Disability. If Executive’s employment
hereunder is terminated due to Executive’s Disability, Sterling’s sole obligation shall be to pay or provide to Executive
any Accrued Obligations.


 


(f)          Notice;
Effective Date of Termination. Notice of termination of employment under this Agreement shall be communicated by or to Executive
(on one hand) or Sterling (on the other hand) in writing in accordance with Section 14. Termination of Executive’s employment
pursuant to this Agreement (the “Termination Date”) shall be effective on the earliest of:


 


(i)          immediately
after Sterling gives notice to Executive of Executive’s termination without Cause, unless the parties agree to a later date,
in which case, termination shall be effective as of such later date;


 




     


     


    

 


(ii)         immediately
upon approval by the Company Board of termination of Executive’s employment for Cause;


 


(iii)        immediately
upon Executive’s death;


 


(iv)        in
the case of termination by reason of Executive’s Disability, the date on which Executive is determined to be permanently
disabled for purposes of Sterling’s long-term disability plan or policy that covers Executive; or


 


(v)         thirty (30)
days after Executive gives written notice to Sterling of Executive’s resignation from employment under this Agreement (including
for Good Reason), provided that the Company or the Bank may set an earlier termination date at any time prior to the date
of termination of employment, in which case Executive’s resignation shall be effective as of such other date.


 


(g)          General
Release of Claims. Executive shall not be entitled to any of the Severance Benefits pursuant to Section 6(a)(ii)(B) or
the CIC Severance Benefits pursuant to Section 6(a)(ii)(C) or 6(d) in the event Executive’s employment terminates without
Cause or for Good Reason, unless, in each case, (A) Executive has executed and delivered to the Company a general release
of claims (in the form attached hereto as Exhibit A) (the “Release”) and (B) such Release has
become irrevocable under the Age Discrimination in Employment Act not later than fifty-six (56) days after the Termination
Date. Executive’s entitlement to the Severance Benefits or CIC Severance Benefits, as applicable, are further conditioned
upon complying with the terms of Sections 6(k), 8, 9(a) and 9(b) hereof, subject to written notice by the Bank and a reasonable
opportunity for Executive to cure, if subject to cure. Sterling shall deliver to Executive a copy of the Release not later than
three (3) days after the Termination Date pursuant to Section 6(a) or 6(d) hereof. In the event that the fifty-six (56)
day period referenced above begins and ends in different taxable years of Executive, any payments or benefits under this Agreement
that constitute nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the payment or settlement of which is conditioned on the effectiveness of the Release shall be paid
in the later taxable year.


 


(h)          No
Other Severance Benefits. Executive acknowledges and agrees the Severance Benefits or CIC Severance Benefits, as applicable,
and other rights and benefits provided under this Agreement upon termination are in lieu of, and not in addition to, any payments
and/or benefits to which Executive may otherwise be entitled under any severance plan, policy or program of Sterling.


 


(i)          Payment
of Obligations. Notwithstanding anything to the contrary herein, any payment obligation of the Bank under this Agreement may
be satisfied in whole or in part by payment by the Company, the Bank or any affiliate, and any such payment shall, for purposes
of this Agreement, be treated as if made by the Bank.


 




     


     


    

 


(j)          Resignation
from Positions. Upon termination of Executive’s employment for any reason, Executive shall promptly (i) resign from
all positions (including, without limitation, any management, officer or director position) with Sterling and its affiliates and
(ii) relinquish any power of attorney, signing authority, trust authorization or bank account signatory authorization that
Executive may hold on behalf of Sterling or its affiliates. Executive’s execution of this Agreement shall be deemed the grant
by Executive to the officers of the Company and the Bank of a limited power of attorney to sign in Executive’s name and on
Executive’s behalf such documentation as may be necessary or appropriate for the limited purposes of effectuating such resignations
and relinquishments.


 


(k)          Return
of Property. On or before the Termination Date, Executive shall return to the Company any and all Company or Bank property,
including but not limited to any computer or other electronic equipment, and any documents, files, computer records, or other materials
belonging to, or containing confidential or proprietary information obtained from, the Company that are in Executive’s possession,
custody, or control, including but not limited to any such materials that may be at Executive’s home or that may be stored
on any electronic devices not belonging to the Company. Upon the Company’s request, Executive shall destroy any copies, including
electronic copies, of any Company information, including any Company confidential information, as described in Section 8 of this
Agreement.


 


(l)          Golden
Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance
Benefits or any other payment or benefit received or to be received by Executive in connection with a “change in ownership
or control” (within the meaning of Section 280G of the Code) of the Company occurring following the Effective Date (whether
pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”)
would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total
Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided,
however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained
Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are so reduced. All
determinations required to be made under this Section 6(l) shall be made by tax counsel or a nationally recognized certified
public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in
determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to a Change in Control and
reasonably acceptable to Executive (“Tax Counsel”), which determinations shall be conclusive and binding on
Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior
to any reduction in Executive’s Total Benefits pursuant to this Section 6(l), Tax Counsel shall provide Executive and
the Company with a report setting forth its calculations and containing related supporting information. In the event any such reduction
is required, the Total Benefits shall be reduced in the following order: (i) the COBRA Payments, (ii) the CIC Severance
Payment, (iii) any other portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total
Benefits resulting from any accelerated vesting of equity awards), (iv) Total Benefits that are subject to Section 409A of
the Code in reverse order of payment, and (v) Total Benefits that are not subject to Section 409A and arise from any accelerated
vesting of equity awards. The parties hereby elect to use the applicable federal rate that is in effect on the date this Agreement
is entered into for purposes of determining the present value of any payments provided for hereunder for purposes of Section 280G
of the Code. “Retained Amount” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii)
and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
In connection with making determinations under this Section 6(l), Tax Counsel shall take into account the value of any reasonable
compensation for services to be rendered by Executive before or after the Change in Control, including any noncompetition provisions
that may apply to Executive, and Sterling shall cooperate in the valuation of any such services, including any noncompetition provisions.


 




     


     


    

 


7.           Certain
Definitions.


 


(a)          “Accrued
Obligations” means (i) any accrued and unpaid Base Salary of Executive through the date of termination of employment,
payable pursuant to the Bank’s standard payroll policies, (ii)  any earned and unpaid bonus of Executive under the Annual
Bonus Plan for any completed fiscal year prior to the date of termination of employment, (iii) any compensation and benefits
to the extent payable to Executive based on Executive’s participation in any compensation or benefit plan, program or arrangement
of Sterling through the date of termination of employment, payable in accordance with the terms of such plan, program or arrangement,
and (iv) any expense reimbursement to which Executive is entitled under Sterling’s standard expense reimbursement policy
(as applicable) and Sections 3(e) and 10 hereof.


 


(b)          “Cause”
means Executive’s failure or refusal to substantially perform Executive’s duties hereunder, personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit, breach of the Bank’s Code of Ethics, material violation
of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Company Board will likely
cause substantial financial harm or substantial injury to the reputation of the Company or the Bank, willfully engaging in actions
that in the reasonable opinion of the Company Board will likely cause substantial financial harm or substantial injury to the business
reputation of the Company or the Bank, willful violation of any law, rule or regulation (other than routine traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. The cessation of employment
of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Company Board at a meeting
of the Company Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given
an opportunity, together with counsel for Executive, to be heard before the Company Board), finding that, in the good faith opinion
of the Board, Executive is guilty of the conduct described in first sentence of this Section 7(b), and specifying the particulars
thereof in detail. For purposes hereof, no act or failure to act, on the part of Executive, shall be considered “willful”
unless it is done, or omitted to be done, by Executive in bad faith or without an objectively reasonable belief that Executive’s
action or omission was in the best interests of the Company and the Bank. Any act, or failure to act, based upon the direction
of the Company Board or the Bank Board based upon the advice of counsel for the Company or the Bank shall be conclusively presumed
to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company or the Bank.


 


(c)          “Change
in Control” means the occurrence of any of the following with respect to the Company occurring after the Effective Date:


 




     


     


    




 


(i)          any
“person” (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), other than any employee benefit plan of Sterling or any affiliate, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the combined voting power of Company’s outstanding securities; or


 


(ii)         individuals
who constitute the Company Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute
at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved
by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s
stockholders was approved by the Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii),
considered as though such person were a member of the Incumbent Board; or


 


(iii)        the
Company consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Company (a
“Fundamental Transaction”) with any other corporation, other than a Fundamental Transaction that results in
the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power
immediately after such Fundamental Transaction of (A) the Company’s outstanding securities, (B) the surviving entity’s
outstanding securities, or (C) in the case of a division, the outstanding securities of each entity resulting from the division;
or


 


(iv)        the
shareholders of the Company approve a plan of complete liquidation or winding up of the Company; or


 


(v)         the
consummation of an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially
all of the Company’s or the Bank’s assets.


 


(d)          “Disability”
means that Executive is deemed disabled for purposes of Sterling’s long-term disability plan or policy that covers Executive.


 


(e)          “Good
Reason” means the occurrence of any of the following events (without Executive’s consent):


 


(i)          a
material reduction of any element of the compensation and benefits required to be provided to Executive in accordance with any
of the provisions of Section 3;


 


(ii)         a
material adverse change in Executive’s functions, duties, or responsibilities with the Company or the Bank, which change
would cause Executive’s position to become one of materially lesser responsibility, importance or scope;


 




     


     


    

 


(iii)        Sterling
requiring Executive to be based at any office or location other than as provided in Section 4 resulting in an increase in
Executive’s commute of fifty (50) miles or more; or


 


(iv)        a
material breach of this Agreement by the Company or the Bank.


 


Notwithstanding the foregoing, no such
event shall constitute “Good Reason” unless (A) Executive shall have given written notice of such event to the
Bank within ninety (90) days after the initial occurrence thereof, (B) the Bank shall have failed to cure the situation within
thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (C)
Executive terminates employment within thirty (30) days after expiration of such cure period.


 


8.           Confidentiality.
In the course of Executive’s employment with and involvement with Sterling and its affiliates, Executive has obtained, or
may obtain, secret or confidential information, knowledge or data concerning Sterling’s and its affiliates’ businesses,
strategies, operations, clients, customers, prospects, financial affairs, organizational and personnel matters, policies, procedures
and other nonpublic matters, or concerning those of third parties. Executive shall hold in a fiduciary capacity for the benefit
of Sterling and its affiliates, all secret or confidential information, knowledge or data relating to Sterling or any of its affiliated
companies, and their respective businesses, which shall have been obtained by Executive during Executive’s employment by
Sterling or any of its affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives
of Executive in violation of this Agreement). All records, files, memoranda, reports, customer lists, documents and the like (whether
in paper or electronic format) that Executive has used or prepared during Executive’s employment shall remain the sole property
of Sterling and shall be promptly returned to Sterling’s premises upon any termination of employment. After termination of
Executive’s services with Sterling, Executive shall not, without the prior written consent of the Bank or as may otherwise
be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Bank
and those designated by it. The confidentiality provision contained herein is in addition to and not in limitation of Executive’s
duties as an officer and director under applicable law. For purposes of this Section 8 and Section 9, references to the
Company, the Bank, and their affiliates shall include their predecessor and any successor entities. Notwithstanding the foregoing,
Executive will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade
secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or
to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and protected from public
disclosure. Further, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation
to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission,
Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions
of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures
and is not required to notify the Company that he has made such reports or disclosures.


 




     


     


    

 


9.           Nonsolicitation;
Noncompetition; Post-Termination Cooperation.


 


(a)          Executive
hereby covenants and agrees that, while employed and for a period of eighteen (18) months following his termination of
employment with Sterling for any reason, Executive shall not, without the prior written consent of the Bank, either directly or
indirectly, (i) induce or attempt to induce any employee or independent contractor of the Company, the Bank or any of their
respective affiliates to leave the Company, the Bank or any such affiliate, (ii) hire any person who was an employee or independent
contractor of the Company, the Bank or any of their respective affiliates until six (6) months after such individual’s
relationship with the Company, the Bank or such affiliate has been terminated, (iii) induce or attempt to induce any client, customer
or other business relation (whether (A) current, (B) former, within the six (6) months after such relationship has been terminated
or (C) prospective, provided that there are demonstrable efforts or plans to establish such relationship) of the Company,
the Bank or any of their respective affiliates to cease doing business or to reduce the amount of business they have customarily
done or contemplate doing with the Company, the Bank or any such affiliate, whether or not the relationship between the Company,
the Bank or any such affiliate and such client, customer or other business relation was originally established, in whole or in
part, through Executive’s efforts, or in any way interfere with the relationship between any such client, customer or business
relation, on the one hand, and the Company, the Bank or any such affiliate, on the other hand.


 


(b)          Executive
acknowledges that, in the course of Executive’s employment with the Company, the Bank and their respective affiliates (including
their predecessor and any successor entities), Executive has become familiar, or will become familiar, with the Company’s,
the Bank’s and their respective affiliates’ trade secrets and with other confidential information, knowledge or data
concerning the Company, the Bank, their respective affiliates and their respective predecessors, and that Executive’s services
have been and will be of special, unique and extraordinary value to the Company, the Bank and their respective affiliates. Therefore,
Executive agrees that, while employed and for a period of twelve (12) months following his termination of employment with
Sterling other than a resignation by the Executive for good reason prior to a change of control (the “Noncompetition Period”),
Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, director consultant,
independent contractor or otherwise, and whether or not for compensation) or render services in any capacity to a Competing Business
(as defined below), in any country in which the Company, the Bank or any of their respective affiliates conducts business. For
purposes of this Agreement, a “Competing Business” shall mean any person, firm, corporation or other entity,
in whatever form, engaged in the business in which the Company, the Bank and their respective affiliates engage, including the
sale or servicing of banking and financial products and services, including business and consumer lending, asset-based financing,
residential mortgage warehouse funding, factoring/accounts receivable management services, equipment financing, commercial and
residential mortgage lending and brokerage, deposit services (including municipal deposit services) and trade financing, sale of
annuities, life and health insurance products, title insurance services, real estate investment trusts and investment advisory
services. Nothing herein shall prohibit Executive from being a passive owner of not more than one percent (1%) of the outstanding
equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such
entity.


 




     


     


    

 


(c)          Executive
hereby agrees that prior to accepting employment with any other person or entity during the Noncompetition Period, Executive shall
provide such prospective employer with written notice of this Section 9, with a copy of such notice delivered promptly to
the Bank.


 


(d)          During
the Employment Period and following the cessation of Executive’s employment for any reason, Executive shall, upon reasonable
notice, (i) furnish such information and assistance to the Company, the Bank and/or their respective affiliates, as may reasonably
be requested by the Company, the Bank or such affiliates, with respect to any matter, project, initiative or effort for which Executive
is or was responsible or has relevant knowledge or had substantial involvement in while employed by the Company or the Bank under
this Agreement, and (ii) cooperate with the Company, the Bank and their respective affiliates during the course of all third-party
proceedings arising out of the Company, the Bank and their respective affiliates’ business about which Executive has knowledge
or information.


 


(e)          Executive
acknowledges and agrees that: (i) the purposes of the foregoing covenants, including without limitation the noncompetition covenant
of Section 9(b), are to protect the goodwill and trade secrets and confidential information of the Company, the Bank and their
respective affiliates; and (ii) because of the nature of the business in which the Company, the Bank and their respective affiliates
are engaged, and because of the nature of the trade secrets and confidential information to which Executive has access, it would
be impractical and excessively difficult to determine the actual damages of the Company and its affiliates in the event Executive
breached any of the covenants of Section 8 or this Section 9. Executive understands that the covenants may limit Executive’s
ability to earn a livelihood in a Competing Business during the Noncompetition Period. Executive acknowledges that the Company
would be irreparably injured by a violation of Section 8 or this Section 9, and that it is impossible to measure in money
the damages that will accrue to the Company by reason of a failure by Executive to perform any of Executive’s obligations
under Section 8 or this Section 9. Accordingly, if the Company or its affiliates institute any action or proceeding to
enforce any of the provisions of Section 8 or this Section 9, to the extent permitted by applicable law, Executive hereby waives
the claim or defense that the Company or its affiliates have an adequate remedy at law, and Executive shall not urge in any such
action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available
(including, without limitation, termination of the obligation for the Company and the Bank to pay compensation or benefits hereunder
due to Executive’s failure to comply in all material respects with the restrictive covenants in Section 8, 9(a) or 9(b),
subject to written notice by the Bank and a reasonable opportunity for Executive to cure, if subject to cure), the Company and
its affiliates shall be entitled to specific performance and other injunctive relief, without the requirement to post a bond. If
any of the covenants set forth in Section 8 or this Section 9 are finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability, and the remaining covenants shall not be affected thereby. Any termination of Executive’s
services or of this Agreement shall have no effect on the continuing operation of Section 8 and this Section 9, which
shall survive in accordance with their terms.


 




     


     


    

 


10.          Section
409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the Code (including
the exceptions thereto), to the extent applicable, and the Company shall administer and interpret this Agreement in accordance
with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the
Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the
requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary
herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute
nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive’s employment shall not
be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A
of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation
in accordance with Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the
end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall
the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement
in any other taxable year. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement that constitutes
nonqualified deferred compensation within the meaning of Section 409A of the Code is payable or provided due to a “separation
from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation
from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i)
and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A
of the Code, be made on the date that is six (6) months after the date of Executive’s separation from service (or, if earlier,
the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated
and paid in a lump sum on the first day of the seventh month following the date of Executive’s separation from service (or,
if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the
schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred
compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered
by (a) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the “two
times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the “limited payments
exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance
exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable,
in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as
applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits
or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation
within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the
Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.


 




     


     


    

 


11.          Additional
Termination and Suspension Provisions


 


(a)          If
Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice
served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, as amended (12 U.S.C. §§ 1818(e)(3)
and (g)(1)), all obligations of the Company and the Bank under this Agreement shall be suspended as of the date of service unless
stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company and the Bank may in their discretion
(but subject in all events to the requirements of Code Section 409A), (i) pay Executive all of the compensation withheld while
the Company’s and the Bank’s obligations under this Agreement were suspended and (ii) reinstate (in whole) any of the
Company’s and the Bank’s obligations which were suspended, and in exercising such discretion, the Company and the Bank
shall consider the facts and make a decision promptly following such dismissal of charges and act in good faith in deciding whether
to pay any withheld compensation to Executive, and to reinstate any suspended obligations of the Company and the Bank.


 


(b)          If
Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued
under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, as amended (12 U.S.C. §§ 1818(e)(4) or (g)(1)),
all obligations of the Company and the Bank under this Agreement shall terminate as of the effective date of the order, but vested
rights of the parties shall not be affected.


 


(c)          If
the Bank is in default, as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, as amended (12 U.S.C. §§ 1813(x)(1)),
all obligations of the Company and the Bank under this Agreement shall terminate as of the date of default, but this provision
shall not affect any vested rights of the parties.


 


(d)          All
obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary
for the continued operation of the Bank, (i) by the Office of the Comptroller of the Currency or other applicable banking regulator
(the “Regulator”), at the time the Federal Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, as
amended; or (ii) by the Regulator, at the time the Regulator approves a supervisory merger to resolve problems related to operation
of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties
that have already vested, however, shall not be affected by such action.


 


(e)          If,
after the Effective Date:


 


(i)          any
regulation applicable to the Company or the Bank is amended or modified, or if any new regulation applicable to the Company or
the Bank becomes effective, and such amended, modified, or new regulation requires the inclusion in this Agreement of a provision
not presently included in this Agreement, then the foregoing provisions of this Section shall be deemed amended to the extent necessary
to give effect in this Agreement to any such amended, modified or new regulation; and


 


(ii)         any
regulation applicable to the Company or the Bank is amended or modified, or if any new regulation applicable to the Company or
the Bank becomes effective, and such amended, modified, or new regulation permits the exclusion of a limitation in this Agreement
on the payment to Executive of an amount or benefit provided for presently in this Agreement, then the foregoing provisions of
this Section shall be deemed amended to the extent permissible to exclude from this Agreement any such limitation previously required
to be included in this Agreement by a regulation prior to its amendment, modification or repeal.


 




     


     


    

 


12.          Arbitration.
Any dispute or controversy arising out of, under, in connection with, or relating to this Agreement or any amendment hereof shall
be submitted to binding arbitration before one arbitrator in New York County, New York, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association for expedited arbitration, and any judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.


 


13.          Indemnification
and Insurance


 


(a)          To
the extent that Sterling provides its senior executive officers with coverage under a directors’ and officers’ liability
insurance policy, Sterling shall provide such coverage to Executive on substantially the same basis. Sterling shall indemnify Executive
(and Executive’s heirs, executors and administrators) to the fullest extent permitted under applicable law against all expenses
and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit or proceeding in which he
may be involved by reason of Executive’s having been an officer of the Company or the Bank (whether or not Executive continues
to be an officer at the time of incurring such expenses or liabilities and for a period of six years following Executive’s
termination of employment with Sterling), such expenses and liabilities to include, but not be limited to, judgments, court costs
and attorneys’ fees and the cost of reasonable settlements (such settlements must be approved by the Company Board). Any
such indemnification shall be made consistent with Regulations and Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C.
§ 1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.


 


(b)          Notwithstanding
the foregoing, no indemnification shall be made by the Bank unless the Bank gives the Regulator, to the extent required, at least
sixty (60) days’ notice of its intention to make such indemnification. Such notice shall state the facts on which the
action arose, the terms of any settlement and any disposition of the action by a court. Such notice, a copy thereof, and a certified
copy of the resolution containing the required determination by the Company Board shall be sent to the Regulator, to the extent
required. The notice period for any such notice shall run from the date of such receipt. No such indemnification shall be made
if the Regulator advises the Bank in writing within such notice period of its objection thereto.


 


14.          Notices.
The persons or addresses to which notices, mailings or deliveries shall be made may change from time to time by notice given pursuant
to the provisions of this Section. Any notice or other communication given pursuant to the provisions of this Section shall be
deemed to have been given (a) if sent by messenger, upon personal delivery to the party to whom the notice is directed; (b) if
sent by reputable overnight courier, one business day after delivery to such courier; (c) if sent by facsimile or email, on the
date it is actually received; and (d) if sent by mail, three business days following deposit in the United States mail, properly
addressed, postage prepaid, certified or registered mail with return receipt requested. All notices required or permitted to be
given hereunder shall be addressed as follows:


 




     


     


    

 


	If to Executive:	At the address most recently on the books and records of the Bank.
	 	 
	If to the Company or the Bank:	Sterling Bancorp or Sterling National Bank, as applicable
	 	21 Scarsdale Road
	 	Yonkers, New York  10707
	 	Attention:  General Counsel


 


15.          Amendment.
No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.


 


16.          Miscellaneous


 


(a)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon Executive, his legal representatives and estate
and intestate distributees, and the Company and the Bank and their successors and assigns, including any successor by merger or
consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets
and business of the Company or the Bank, as applicable, may be sold or otherwise transferred. Any such successor of the Company
or the Bank shall be deemed to have assumed this Agreement and to have become obligated hereunder to the same extent as the Company
or the Bank, as applicable, and Executive’s obligations hereunder shall continue in favor of such successor.


 


(b)          Severability.
A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability
of any other provision hereof.


 


(c)          Waiver.
Failure to insist upon strict compliance with any terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed
by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or
more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.


 


(d)          Counterparts.
This Agreement may be executed in two or more counterparts by original signature, facsimile or any generally accepted electronic
means (including transmission of a pdf containing executed signature pages), each of which shall be deemed an original, and all
of which shall constitute one and the same Agreement.


 


(e)          Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
reference to conflicts of law principles, except to the extent governed by federal law in which case federal law shall govern.
Any payments made to Executive pursuant to this Agreement or otherwise are subject to all applicable banking laws and regulations,
including, without limitation, 12 U.S.C. § 1828(k) and any regulations promulgated thereunder.


 




     


     


    

 


(f)          Withholding.
The Company and the Bank may withhold from any amounts payable to Executive hereunder all federal, state, city or other taxes that
the Company or the Bank may reasonably determine are required to be withheld pursuant to any applicable law or regulation (it being
understood, that Executive shall be responsible for payment of all taxes in respect of the payments and benefits provided herein).


 


(g)          Headings
and Construction. The headings of sections in this Agreement are for convenience of reference only and are not intended to
qualify the meaning of any Section. Any reference to a Section number shall refer to a Section of this Agreement, unless otherwise
specified.


 


(h)          Entire
Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and supersedes
in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof, including
without limitation, the Prior Agreement and the “Change in Control Agreement” as defined in the Prior Agreement.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective
Date specified above.


 


	 	STERLING BANCORP
	 	 	 	 
	 	By:	/s/ Jack L. Kopnisky
	 	 	Name:	Jack L. Kopnisky
	 	 	Title:      	President and Chief Executive Officer
	 	 	 	 
	 	STERLING NATIONAL BANK
	 	 	 	 
	 	By:	/s/ Jack L. Kopnisky
	 	 	Name:	Jack L. Kopnisky
	 	 	Title:	President and Chief Executive Officer
	 	 	 	 
	 	EXECUTIVE
	 	 	 	 
	 	/s/ Rodney Whitwell
	 	Rodney Whitwell


 




     


     


    

 


Exhibit A


 


RELEASE
AGREEMENT


 


THIS RELEASE AGREEMENT (hereinafter “Agreement”)
is made and entered into on the [_____] day of [____________________], 20[__] by and between Sterling Bancorp (the “Company”)
and Rodney Whitwell (“Executive”).


 


WHEREAS, the
Company and Executive are parties to an Employment Agreement, dated as of April 3, 2019 (the “Employment
Agreement”), pursuant to which Executive is eligible, subject to the terms and conditions set forth in the
Employment Agreement, to receive certain compensation and benefits in connection with certain terminations of
Executive’s services to the Company.


 


NOW, THEREFORE, in consideration of the Company
agreeing to provide the compensation and benefits under Section [__] of the Employment Agreement to Executive and of other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:


 


1.          In
exchange for the consideration referenced above, Executive hereby completely, irrevocably, and unconditionally releases and forever
discharges the Company, and any of its predecessor or affiliated companies, and each and all of their officers, agents, directors,
supervisors, employees, representatives, and their successors and assigns, and all persons acting by, through, under, for, or in
concert with them, or any of them, in any and all of their capacities (hereinafter individually or collectively, the “Released
Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown,
suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which Executive
at any time heretofore had or claimed to have or which Executive may have or claim to have regarding events that have occurred
as of the Effective Date of this Agreement, including, without limitation, those based on: any employee welfare benefit or pension
plan governed by the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”) (provided
that this release does not extend to any vested benefits of Executive under Company’s pension and welfare benefit plans as
of the date of Executive’s termination of services); the Civil Rights Act of 1964, as amended (race, color, religion, sex
and national origin discrimination and harassment); the Civil Rights Act of 1966 (42 U.S.C. § 1981) (discrimination); the
Age Discrimination in Employment Act of 1967, as amended (hereinafter “ADEA”); the Older Workers Benefit Protection
Act, as amended; the Americans With Disabilities Act, as amended (hereinafter “ADA”); § 503 of the
Rehabilitation Act of 1973; the Fair Labor Standards Act, as amended (wage and hour matters); the Family and Medical Leave Act,
as amended (family leave matters); the Genetic Information Non-Discrimination Act; the Uniformed Service Employment and Reemployment
Rights Act; the Worker Adjustment and Retraining Notification Act; any other federal, state, or local laws or regulations regarding
employment discrimination or harassment, wages, insurance, leave, privacy or any other matter, including those of the State of
New York; any negligent or intentional tort; any contract, policy or practice (implied, oral, or written); or any other theory
of recovery under federal, state, or local law, including, but not limited to, any and all claims which Executive may now have
or may have had, arising from or in any way whatsoever connected with Executive’s employment, service, or contacts, or termination
of Executive’s employment, with the Company or any other of the Released Parties; as well as any and all claims for compensatory
or punitive damages, back pay, front pay, fringe benefits, attorneys’ fees, costs, expenses or other equitable relief.


 




     


     


    

 


Notwithstanding the foregoing, the released
claims do not include, and this Agreement does not release, any: (a) rights to compensation and benefits provided under Section [__]
of the Employment Agreement; and (b) rights to indemnification Executive may have under applicable law, the bylaws or certificate
of incorporation of the Company, any applicable director and officer liability policy or under the Employment Agreement, as a result
of having served as an officer or director of the Company or any of its affiliates. The Parties also agree that the release provided
by Executive in this Agreement does not include a release for (i) any rights or claims that arise after Executive signs this Agreement;
(ii) any claim to challenge the release under the ADEA; or (iii) any rights that cannot be waived by operation of law.


 


Executive further acknowledges and agrees
that he has not filed, assigned to others the right to file, reported, or provided information to a government agency, nor are
there pending, any complaints, charges, or lawsuits by or on his behalf against Sterling or any Released Party with any governmental
agency or any court, except for any filings, reports or information he may have made or provided pursuant to Section 21F of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable whistleblower laws or regulations.
In addition, Executive understands that nothing contained in this Agreement limits Executive’s ability to report (by way
of filing a charge or complaint, or otherwise) possible violations of law or regulation, or make other legally-protected disclosures
under applicable whistleblower laws or regulations (including pursuant to Section 21F of the Exchange Act), without notice to or
consent from the Company, to the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board,
the Occupational Safety and Health Administration, the Department of Justice, the Securities and Exchange Commission (the “SEC”)
or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands
that this Agreement does not limit Executive’s ability to participate in any investigation or proceeding that may be conducted
by any Government Agency, including providing documents or other information to such Government Agencies, without notice to the
Company.


 


To the extent permitted by law, Executive
agrees that Executive will not cause or encourage any future legal proceedings to be maintained or instituted against any of the
Released Parties. To the extent permitted by law, Executive agrees that Executive will not accept any monetary remedy or recovery
arising from any charge filed or proceedings or investigation conducted by the EEOC or by any state or local human rights or employment
rights enforcement agency relating to any of the matters released in this Agreement. However, nothing in this Agreement prohibits
or shall be construed to prohibit Executive from receiving a reward from the SEC pursuant to Section 21F of the Exchange Act and
the regulations thereunder or, to the extent required by law, from another government agency pursuant to another applicable whistleblower
law or regulation in connection therewith.


 




     


     


    

 


2.            Older
Workers Benefit Protection Act /ADEA Waiver:


 


(a)          Executive
acknowledges that the Company has advised Executive in writing to consult with an attorney of Executive’s choice before signing
this Agreement, and Executive has been given the opportunity to consult with an attorney of Executive’s choice before signing
this Agreement.


 


(b)          Executive
acknowledges that Executive has been given the opportunity to review and consider this Agreement for a full twenty-one (21) days
before signing it, and that, if Executive has signed this Agreement in less than that time, Executive has done so voluntarily in
order to obtain sooner the benefits of this Agreement.


 


(c)          Executive
further acknowledges that Executive may revoke this Agreement within seven (7) days after signing it, provided that this Agreement
will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing
and delivered to Company’s principal place of business by the close of business on the seventh (7th) day after signing the
Agreement and must expressly state Executive’s intention to revoke this Agreement. Provided that Executive does not timely
revoke this Agreement, the eighth (8th) day following Executive’s execution hereof shall be deemed the “Effective Date”
of this Agreement.


 


3.            This
Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination
against Executive, and the Company specifically disclaims any liability to Executive on the part of itself, its employees, and
its agents.


 


4.            This
Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the
parties hereto.


 


5.            The
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles
of conflict of laws. Any disputes arising hereunder shall be resolved in accordance with Section 12 of the Employment Agreement.


 


6.            Executive
hereby acknowledges that Executive has read and understands the terms of this Agreement and that Executive signs it voluntarily
and without coercion. Executive further acknowledges that Executive was given an opportunity to consider and review this Agreement
and the waivers contained in this Agreement, that Executive has done so and that the waivers made herein are knowing, conscious
and with full appreciation that Executive is forever foreclosed from pursing any of the rights so waived.


 


7.            The
Agreement may be signed in counterparts, and each counterpart shall be considered an original for all purposes.


 




     


     


    

 


PLEASE READ THIS AGREEMENT CAREFULLY; IT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer, and Executive has executed this Agreement, as of the date first written
above.


 


	 	Rodney Whitwell
	 	 
	 	STERLING BANCORP
	 	 	 	 
	 	By:	 
	 	 	Name:   	 
	 	 	Title:	 
	 	 	 	 
	 	STERLING NATIONAL BANK
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: