EX-10.IV.G







Exhibit 10. (iv) (G)




FORM OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT




     THIS AMENDMENT (the “Amendment”) is made by Sterling Bancorp (the “Company”)
and                                          (“Executive”) to be effective as of December 29, 2008.






     WHEREAS, the Company and Executive are parties to a Change in Control Severance Agreement
dated                                          which was amended on                                          (the “Agreement”);



     WHEREAS, the Company and Executive desires to amend certain provisions of the Agreement in
order to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”); and



     NOW, THEREFORE, the Agreement is hereby amended as follows:




	1.	 	Section 2 of the Agreement is hereby amended by adding the following sentence at the end thereof:
	 
	 	 	“Executive will be permitted to continue to engage in activities not directly related to the
business of the Company which Executive was permitted to engage in prior to a Change in
Control (as defined in Schedule A hereto).”
	 
	2.	 	The second and third sentences of Section 9(b) of the Agreement shall be hereby deleted in their
entirety.
	 
	3.	 	The following paragraph shall be added as the new Section 17 of the Agreement as follows:
	 
	 	 	“17. Section 409A. It is the parties’ intent that the Agreement comply with or be
exempt from the requirements of Section 409A and that the Agreement be administered and
interpreted accordingly. Each payment made under this Agreement shall be deemed to be
separate payments. Amounts payable under this Agreement shall be deemed not to be a
“deferral of compensation” subject to Section 409A to the extent provided in the exceptions
in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9)
(“separation pay plans,” including the exception under subparagraph (iii)) and other
applicable provisions of Treasury Regulation Section 1.409A-1 through A-6. Notwithstanding
the previous sentence, if and to the extent that any payment or benefit under this Agreement
is determined by the Company to constitute “non-qualified deferred compensation” subject to
Section 409A and is payable to Executive by reason of Executive’s termination of employment,
then (a) such payment or benefit shall be made or provided to Executive only upon a
“separation from service” as defined for purposes of Section 409A under applicable
regulations and (b) if Executive is a “specified employee” (within the meaning of Section
409A and as determined by the Company), such payment or benefit shall be
made or provided on the date that is six months and one day after the date of Executive’s
separation from service (or earlier death). Any amount not paid in respect of the six month
period specified in the preceding sentence will be paid to Executive (plus interest at the
applicable federal rate as defined in Section 1274(d) of the Code) in a lump sum on the date
that is six months and one day after the Executive’s separation from service (or earlier
death). Except as otherwise expressly provided herein, to the extent any expense
reimbursement or other in-kind benefit is determined to be subject to Section 409A, the
amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar
year shall not affect the




 









 






	 	 	expenses eligible for reimbursement or in-kind benefits in any other taxable year (except
under any lifetime limit applicable to expenses for medical care), in no event shall any
expenses be reimbursed or in-kind benefits be provided after the last day of the calendar
year following the calendar year in which Executive incurred such expenses or received such
benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to
liquidation or exchange for another benefit.”
	 
	4.	 	The definition of Good Reason in Paragraph 7 of Appendix A to the Agreement is hereby replaced in
its entirety by the following:






     “Good Reason” will mean, without Executive’s express written consent, the occurrence of
any of the following events after a Change in Control:




	 	(a)	 	(1) Any change in the duties or responsibilities (including reporting
responsibilities) of Executive that is inconsistent in any material and adverse respect
with Executive’s positions(s), duties, responsibilities or status with the Company
immediately prior to such Change in Control (including any material and adverse
diminution of such duties or responsibilities) or (2) a material and adverse change in
Executive’s titles or offices (including, if applicable, membership on the Board) with
the Company or its affiliates as in effect immediately prior to such Change in Control;
	 
	 	(b)	 	A material reduction by the Company in either (1) the aggregate of Executive’s
rate of base salary and bonus opportunity (including any material and adverse change in
the formula for such Bonus opportunity) or (2) the aggregate of Executive’s rate of
base salary and bonus, in either case of (1) or (2), as in effect immediately prior to
a Change in Control or as the same may be increased from time to time thereafter;
	 
	 	(c)	 	Any requirement of the Company that Executive be based anywhere other than the
Company’s principal executive offices (or the principal executive office of a
subsidiary or division of the Company, if Executive is based at such office immediately
prior to such Change in Control) other than an immaterial change in the geographic
location; or
	 
	 	(d)	 	Any other action or inaction by the Company that constitutes a material breach
of this Agreement;






provided that, a termination by Executive with Good Reason shall be effective only if,
(1) within 90 days following Executive becoming aware of the circumstances giving rise to
Good Reason, Executive delivers a Notice of Termination for Good Reason to the Company,
(2) the Company within 30 days following its receipt of such notification has failed to cure
the circumstances giving rise to Good Reason, and (3) Executive terminates Executive’s
employment with the Company within 90 days after the lapse of such 30 day cure period.
Executive’s right to terminate employment for Good Reason shall not be affected by
Executive’s incapacities due to mental or physical illness.”




	5.	 	This Amendment constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and shall not be altered or amended except in a writing signed by the parties
whose rights or obligations are affected by such amendment or alteration. Except as expressly
stated herein, the Agreement shall remain in full force and effect.




 









 










IN WITNESS WHEREOF, the parties have executed this Amendment effective as of as of the first date
written above.




	 	 	 	 	 
	STERLING BANCORP	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	EXECUTIVE