EX-10.25



 






Exhibit 10.25




INDEPENDENCE COMMUNITY BANK

Executive Management

Incentive Compensation Plan

for the Fiscal Year of January 1, 2004 — December 31, 2004




I.      INTRODUCTION




     The Boards of Directors of Independence Community Bank Corp. (“ICBC” or “the Company”) and
Independence Community Bank (“the Bank”) have approved a strategy designed to drive the business of
ICBC to operating and profit levels that will make ICBC a top performer in its industry. The
Compensation Committee (“Committee”) and the Board of Directors of ICBC and the Bank have
considered and approved this Plan to assist in attaining that objective. Accordingly, this Plan
will focus on those critical performance measures that the Board believes are very significant to
the success of the institution, namely diluted earnings per share (EPS) and return on average
assets (ROAA).



     The Committee and the Board acknowledge that the evolution of ICBC into a top performer
relative to its peers is a multi-year process. As a result, the Committee and the Board have
indicated that they expect to continue the Plan or adopt new incentive compensation plans in future
years with revised and updated goals and targets as to EPS and ROAA or other measurements adopted
annually to assess the progress management is making towards achieving the performance of the top
performing institutions in the industry — for example return on equity, efficiency ratio and net
interest margin. In particular, an annual evaluation will consider progress made in comparison to
the performance of a peer group of top-performing financial institutions. Accordingly, Plan
performance goals and targets approved in future years will be based on this long-term objective.



     This Plan will be known as the Independence Community Bank Executive Management Incentive
Compensation Plan for January 1, 2004 — December 31,
2004 (“the FY2004 Plan”). The January 1,
2004 — December 31, 2004 period is the “Plan Year”.



II.      GENERAL





	A.  	Participants in the FY2004 Plan will be the members of the Bank’s Management Committee,
namely the following officers:






Alan H. Fishman, President and Chief Executive Officer

Brendan J. Dugan, Executive Vice President — Business Banking

Gary M. Honstedt, Executive Vice President — Commercial Real Estate Lending

Harold A. McCleery, Executive Vice President — Chief Credit Officer

Terence J. Mitchell, Executive Vice President — Consumer Banking

Frank W. Baier, Executive Vice President — Chief Financial Officer and

                                                   Treasurer

Stephen J. Glass, Senior Vice President — Chief Information Officer

Frank S. Muzio, Senior Vice President and Controller

Santiago Patino, Senior Vice President — Corporate Operations

Ellen K. Rogoff, Senior Vice President — Director of Human Resources

Janice Schillig, Senior Vice President — Director of Marketing

John K. Schnock, Senior Vice President, Secretary and Counsel

Nicholas Tsoumpariotis, Senior vice President and Auditor (as of 8/1/2004)





	B.  	Awards granted under the FY2004 Plan will be made by the Committee upon consideration of the
various factors set forth herein. However, awards will be made in the sole discretion of the
Committee. The Committee shall have the sole




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	   	authority, subject to the Board of Directors, to interpret and implement the provisions of the
FY2004 Plan. No Participant shall be entitled to any award unless and until the Committee
notifies a FY2004 Plan Participant of his or her specific award under the FY2004 Plan. Neither
the terms of the FY2004 Plan nor any award granted hereunder shall create any right of a FY2004
Plan Participant to continued employment with ICBC, the Bank or any affiliate thereof.
	 
	C.  	The FY2004 Plan is designed to provide FY2004 Plan Participants with awards equal in value to
a specified percentage (the “Target Bonus”) of his or her annual base salary at the end of the
Plan Year based upon his or her executive rank (President, Executive Vice President or Senior
Vice President). The award may be increased or decreased above or below the Target Bonus
depending on actual performance during the Plan Year relative to the target thresholds
described herein.
	 
	   	          Awards granted under the FY2004 Plan will be made by the Committee upon consideration of
the following factors:






	 	(1)  	Executive level of each Participant as provided herein;
	 
	 	(2)  	Corporate Performance Component: the achievement of EPS and ROAA targets, with
the weighting of this component for awards granted with respect to the Plan Year
determined by executive level as follows, President and Chief Executive Officer — 100%,
Executive Vice Presidents and Senior Vice President  — 75%; and
	 
	 	(3)  	Business Unit/Function Performance Component: based upon recommendation of the
President and CEO, with the weighting of this component for the Plan Year determined by
executive level as follows, Executive Vice Presidents and Senior Vice Presidents — 25%.






	D.  	Once the total award is determined, the award will be due and payable in cash and ICBC stock
as described herein (unless deferred by the Fiscal Year 2004 Plan Participant).
	 
	E.  	The Committee and the Board may also adjust the amounts of awards granted hereunder upon
consideration of unusual factors or unanticipated extraordinary events which have a
significant impact on the goals and targets established hereunder.






Newly hired employees and others promoted to or made a member of the Bank’s Management
Committee during the Plan Year may be considered for participation in the FY2004 Plan. If
any such person is selected by action of the Committee to be included within the list of
FY2004 Plan Participants, he or she shall be eligible to receive a pro-rated award based on
his or her period of service with the Bank during the Plan Year. In addition, Participants
whose employment terminates prior to payment of an award may be entitled to receive a
pro-rated award payable entirely in cash if recommended by the President and CEO and
approved by the Committee.



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III.     SPECIFIC FY 2004 PLAN STRUCTURE




A. Executive Level Target Bonus Component Allocation




												 
	 
	 	Executive Level	 	 	Target	 	 	Corporate	 	 	BU/Functional	 
	 	 	 	 	Bonus %	 	 	Performance	 	 	Component	 
	 	 	 	 	Base Salary	 	 	Component Weighting	 	 	Weighting	 
	 	President & CEO
	 	 	100%	 	 	100%	 	 	—	 
	 	Executive Vice

Presidents
	 	 	65%	 	 	75%	 	 	25%	 
	 	Senior Vice

Presidents
	 	 	45%	 	 	75%	 	 	25%	 
	 





B. Corporate Performance Component








														
	 	 	 	EPS	 	 	Payout	 	 	ROAA	 	 	 	 
	 	 	 	 	 	 	Percentage	 	 	 	 	 	 	 
	 

	Maximum
	 	 	$3.14 and Above	 	 	150%	 	 	1.512% and Above	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.13	 	 	145%	 	 	1.507	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.12	 	 	140%	 	 	1.502	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.11	 	 	135%	 	 	1.497	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.10	 	 	130%	 	 	1.493	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.09	 	 	125%	 	 	1.488	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.08	 	 	122%	 	 	1.483	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.07	 	 	119%	 	 	1.478	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.06	 	 	116%	 	 	1.474	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.05	 	 	113%	 	 	1.469	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.04	 	 	110%	 	 	1.464	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.03	 	 	108%	 	 	1.459	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.02	 	 	106%	 	 	1.455	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.01	 	 	104%	 	 	1.450	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	3.00	 	 	102%	 	 	1.445	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Target
	 	 	$2.99	 	 	100%	 	 	1.440%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.98	 	 	98%	 	 	1.435	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.97	 	 	96%	 	 	1.430	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.96	 	 	94%	 	 	1.425	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.95	 	 	92%	 	 	1.421	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.94	 	 	90%	 	 	1.416	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.93	 	 	87%	 	 	1.411	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.92	 	 	84%	 	 	1.407	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.91	 	 	81%	 	 	1.402	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.90	 	 	78%	 	 	1.397	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.89	 	 	75%	 	 	1.392	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.88	 	 	70%	 	 	1.388	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.87	 	 	65%	 	 	1.383	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.86	 	 	60%	 	 	1.378	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.85	 	 	55%	 	 	1.373	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	2.84	 	 	50%	 	 	1.368%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Threshold
	 	 	Below $2.84	 	 	0%	 	 	Below 1.368%	 	 	 	 








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     EPS and ROAA are each weighted 50% in calculating the portion of the award earned for
corporate performance. The above scale is not subject to interpolation (i.e., an EPS of $2.978 is
counted as $2.97 and is paid out at the 96% rate. Each $.01 increment in EPS is treated as a
hurdle. The same principle applies for ROAA, i.e., an ROAA of 1.463% is counted as 1.459% and is
paid out at the 108% rate. The EPS and ROAA thresholds must both be achieved before any award is
paid.



     There will be no awards earned under the FY2004 Plan unless EPS for the Plan Year is at least
$2.84 and ROAA is at least 1.368%; at achievement of EPS of $3.14 or higher and ROAA of
1.512% or Higher, the corporate performance component payout percentage would be 150% of target,
the maximum.



C. Business Unit/Functional Performance Component




     Each business unit will be evaluated by the President and CEO on its overall performance
during the Plan Year as well as the attainment of specific operating initiatives assigned to the
Business Unit at the start of the Plan Year. There will be no awards under this component unless
the threshold corporate performance levels of at least $2.84 EPS and 1.368% ROAA are achieved. The
Business Unit/Functional Performance Component payout percentage will be based on the following
performance ratings:



	 	 	 	 	 	 	 	 
	 
	 	BU/Functional	 	 	Percentage of	 
	 	Performance Rating	 	 	Award Earned	 
	 	Outstanding

Performance

	 	 	125% - 150%
	 
	 	Exceeded Expectations

	 	 	110% - 125%
	 
	 	Fully Met Expectations

	 	 	 	100	%	 
	 	Met Minimum

Expectations

	 	 	50% - 80%
	 
	 	Did Not Meet

Expectations

	 	 	 	0	%	 
	 





     The Business Unit/Functional Performance Component percentage payout can range from 0% for Did
Not Meet minimum performance criteria to a maximum of 150% for Outstanding Performance. The
President and CEO will provide a written report to the Committee with respect to his recommendation
of both the Business Unit/Functional Performance Component rating and the percentage of award
earned with respect to each FY2004 Plan Participant. The President and CEO’s award will not
include the Business Unit/Functional Performance Component. The Committee will determine the final
Business Unit/Functional Performance Component and percentage of award earned using the President
and CEO’s recommendation and such other information as it deems appropriate.



IV.  PAYMENT OF AWARDS





	A.  	Once awards have been calculated in accordance with the foregoing process and submitted to
and approved by the Committee, the Committee shall notify each of the FY2004 Plan participants
in writing of the amount, if any, of his or her award. Thereafter, payment of any such awards
will be made as follows:




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	 	(1)  	Subject to the provisions of subsection (3) hereof, a cash payment equal to
such percentage of the award as shown in the following table (unless the Participant
has made a timely election to defer all or part of the award or is required to defer
receipt of such payment due to the applicability of Section 162(m) of the Internal
Revenue Code) will be made within 15 days of the date of the award notice:






President and CEO — 60%

Executive Vice President — 65%

Senior Vice President — 70%




	 	(2)  	In the discretion of the Committee (the “Compensation Committee”)
administering the 1998 Recognition and Retention Plan (the “RRP”) or the 2002 Stock
Incentive Plan (“SIP”) a grant of shares of ICBC common stock pursuant to the RRP or
SIP (unless the FY2004 Plan Participant has made a timely election to defer receipt of
all or a portion of such shares or is required to defer receipt of such shares due to
the applicability of Section 162(m) of the Internal Revenue Code) shall be made with
respect to the remaining portion of the award. It is expected that such grant shall
vest over a three year period, with one-third of such shares vesting on each
anniversary date of the granting of such award for a three-year period. The number of
            shares awarded shall be determined by discounting the closing price of ICBC common
stock on the date the award is approved by 15% and dividing the adjusted price into
the dollar amount of the applicable percentage of the award. A Participant’s unvested
portion will become fully vested upon his or her death, “disability”, “retirement” or
a “change in control” only as provided in the RRP or the SIP. However, the award of a
Participant whose employment terminates prior to payment of the award shall be paid
entirely in cash.
	 
	 	(3)  	In the event the Compensation Committee determines not to grant restricted
stock awards with respect to any portion of an award, then such remaining amount shall
be paid in cash within 15 days of the date of the Compensation committee’s
determination not to make such restricted stock awards.






	B.  	(1) 	In the event that a FY2004 Plan Participant is a “covered employee” for purposes of
Section 162(m) of the Internal Revenue Code and such FY2004 Plan Participant’s applicable
employee remuneration in a particular tax year exceeds or is likely to exceed the limitation
as specified in Section 162(m) of the Code, the Committee may request that such FY2004 Plan
Participant defer the payment of all or a portion of the FY2004 Plan Participant’s award to be
received under the FY2004 Plan or such other plans and programs, employment agreements and
arrangements of the Company to the extent necessary to avoid the payment of employee
remuneration for such tax year in excess of the Section 162(m) limit.






	 	(2)  	Notwithstanding any other provision of the FY2004 Plan, any FY2004 Plan
Participant may elect, consistent with any rules and regulations established by the
Committee, to defer the receipt of all or any portion of an award granted hereunder.
The election to defer the receipt of the award must be made no later than two months
before the end of the calendar year preceding the calendar year in which the FY2004
Plan Participant would otherwise have an unrestricted right to receive such award.
Any election to defer the receipt of an award, in whole or in part, shall be
irrevocable as long as the FY2004 Plan Participant remains an employee of the Company,
the Bank or one of their subsidiaries.
	 
	 	(3)  	The Committee may, at its sole discretion, allow for the early payment of a
FY2004 Plan Participant’s deferred award account in the event of an




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	 	   	“unforeseeable emergency” or in the event of the death or disability of the FY2004 Plan
Participant. An “unforeseeable emergency” means an unanticipated emergency caused by
an event beyond the control of the FY2004 Plan Participant that would result in severe
financial hardship if the distribution were not permitted. Such distributions shall be
limited to the amount necessary to sufficiently address the financial hardship. Any
distributions under this provision shall be consistent with the Internal Revenue Code
and the regulations promulgated thereunder. Additionally, the Committee may use its
discretion to cause award accounts to be distributed when continuing the program is no
longer in the best interest of the Company or the Bank.






	 	(4)  	No FY2004 Plan Participant or other person shall have any interest in any
fund or in any specific asset of the Company or the Bank by reason of any amount
credited pursuant to the provisions hereof. Any amounts payable pursuant to the
provisions hereof shall be paid from the general assets of the Company or the Bank or
a subsidiary thereof and no FY2004 Plan Participant or other person shall have any
rights to such assets beyond the rights afforded general creditors of the Company or
the Bank. However, the Company or the Bank or a subsidiary thereof shall have the
right to establish a reserve, trust or make any investment for the purpose of
satisfying the obligations created under the FY2004 Plan; provided, however, that no
FY2004 Plan Participant or other person shall have any interest in such reserve, trust
or investment.
	 
	 	(5)  	To the extent not otherwise inconsistent with the provisions of the FY2004
Plan, FY2004 Plan Participants may defer awards hereunder in accordance with the
provisions of the Independence Community Bank Corp. Deferred Compensation Plan.





V. PROVISIONS RELATING TO SECTION 162(m)

OF THE INTERNAL REVENUE CODE.



It is the intent of the Company that any compensation (including any award) deferred under the
FY2004 Plan by a person who is, with respect to any year of settlement, deemed by the Committee to
be a “covered employee” within the meaning of Section 162(m) of the Internal Revenue Code and the
regulations thereunder, which compensation constitutes either “qualified performance-based
compensation” within the meaning of Section 162(m) and the regulations thereunder or compensation
not otherwise subject to the limitation on deductibility under Section 162(m) and the regulations
thereunder, shall not, as a result of deferral hereunder, become compensation with respect to which
the Company in fact would not be entitled to a tax deduction under Section 162(m) and the
regulations thereunder. Accordingly, unless otherwise determined by the Committee, if any
compensation would become so disqualified under Section 162(m) and the regulations thereunder as a
result of deferral hereunder, the terms of such deferral shall be automatically modified to the
extent necessary to ensure that the compensation would not, at the time of settlement, be so
disqualified.




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