EXHIBIT (10) e) (viii)


CHANGE OF CONTROL

EMPLOYMENT AGREEMENT


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


          The Board
of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will
have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive’s full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.


          NOW, THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:


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


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


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


          (a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) 






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


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


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


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


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


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


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


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


          (ii) Annual
Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for
each fiscal year ending during the Employment Period, an annual bonus (the
“Annual Bonus”) in cash at least equal to the Executive’s highest bonus for the
last three full fiscal years prior to the Effective Date (annualized in the
event that the Executive was not 


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employed by the Company for the whole of any such fiscal year and
received a pro-rated bonus as a consequence) (the “Recent Annual Bonus”). Each
such Annual Bonus shall be paid no later than two and one-half months after the
end of the fiscal year for which the Annual Bonus is awarded, unless the
Executive shall elect to defer the receipt of such Annual Bonus pursuant to a
written deferred compensation plan of the Company or an affiliated company. 


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


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


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


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


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generally at any time thereafter with respect to other peer executives
of the Company and its affiliated companies.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


          (c)
Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the 


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timely payment or provision of Other Benefits. Accrued Obligations
shall be paid to the Executive in a lump sum in cash 30 days after the Date of
Termination. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(c) shall include, and the Executive
shall be entitled after the Disability Effective Date to receive, disability
and other benefits at least equal to the most favorable of those generally
provided by the Company and its affiliated companies to disabled executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive’s family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated
companies and their families.


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


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


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


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


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



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



          10. Restrictive Convents. The Company conducts a consumer and business banking
business (the “Company’s Business”). The Executive acknowledges that the
Company is entering into this Agreement with him for the purpose of preserving
and cultivating the  


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Company’s Business in preparation for a possible Change of Control of
the Company. Therefore, the Executive agrees to the following covenants: 


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


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


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


          (iv)
Non-derogation. While employed by the Company and at all times thereafter, the
Executive shall refrain from making any statement (whether or not in writing)
concerning the 


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Company’s Affiliated Group or its business, operations, customers,
directors, officers, employees or owners that he intends, or that a reasonable
person acting in like circumstances would expect, to impair in any respect the
Company’s Affiliated Group’s business, operations or reputation. 


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


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


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


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


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


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proceeding relating to the enforcement or enforceability of the
provisions of this Section 10, to make any argument or assertion to the
contrary. 


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


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


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


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


- 13 -






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


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


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


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


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


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


	
 

	
 

	
 


	
If to the
 Executive:

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
If to the
 Company:

	
State
 Bancorp, Inc.

	
 


	
 

	
Two Jericho
 Plaza

	
 


	
 

	
Jericho, New
 York 11753

	
 


	
 

	
Attention:
 General Counsel

	
 





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


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


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


- 14 -






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


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


          13. Compliance
with the Emergency Economic Stabilization Act of 2008.


          In the
event the Company issues any debt or equity to the United States Treasury
(“UST”) pursuant to the Capital Purchase Program (the “CPP”) implemented under
the Emergency Economic Stabilization Act of 2008 (“EESA”), the following
provisions shall take precedence over any contrary provisions of this Agreement
or any other compensation or benefit plan, program, agreement or arrangement in
which the Executive participates:


          (a) The
Executive shall repay to the Company any bonus or incentive compensation paid
to the Executive while (i) the Executive is a senior executive officer (within
the meaning of 31 C.F.R. Part 30) (“Senior Executive Officer”) and (ii) the UST
holds any debt or equity interest in the Company acquired under the CPP (such
period, the “CPP Compliance Period”), if and to the extent that such bonus or
incentive compensation was paid on the basis of a statement of earnings, gains,
or other criteria (each, a “Performance Criterion,” and in the aggregate,
“Performance Criteria”) that are later proven to be materially inaccurate. A
Performance Criterion shall be proven to be materially inaccurate if so
determined by a court of competent jurisdiction or in the written opinion of
the Accounting Firm or, if the Accounting Firm is unable to provide the
determination, an independent attorney or firm of certified public accountants
selected by the Company and approved by the Executive (which approval shall not
be unreasonably withheld or delayed), which determination shall both state the
accurate Performance Criterion and that the difference between the accurate
Performance Criterion and the Performance Criterion on which the payment was
based is material (a “Determination”). Upon receipt of a Determination, the
Company may supply to the Executive a copy of the Determination, a computation
of the bonus or other incentive compensation that would have been payable on
the basis of the accurate Performance Criterion set forth in the Determination
(the “Determination Amount”) and a written demand for repayment of the amount
(if any) by which the bonus or incentive compensation actually paid exceeded the
Determination Amount.


          (b) (i) If
the Executive’s employment terminates in an “applicable severance from
employment” (within the meaning of 31 C.F.R. Part 30) during the CPP Compliance
Period, then payments to the Executive that are contingent on such applicable
severance from employment and designated to be paid during the CPP Compliance
Period shall be limited, if necessary, to the maximum amount which may be paid
without causing any amount paid to be an 


- 15 -






“excess parachute payment” within the meaning of section 280G(b)(1) of
the Code, as modified by section 280G(e) of the Code, referred to as a “golden
parachute payment” under 31 C.F.R. Part 30 (the “Maximum Payment Amount”). Any
reduction in payments required to achieve such limit shall be applied to all
payments otherwise due hereunder in the reverse chronological order of their
payment dates, and where multiple payments are due on the same date, the
reduction shall be apportioned ratably among the affected payments. The
required reduction (if any) shall be determined in writing by the Computation
Advisor or, if the Computation Advisor is unable to provide the determination,
by an independent attorney or firm of certified public accountants selected by
the Company and approved by the Executive (which approval shall not be
unreasonably withheld or delayed).


                    (ii)
The aggregate amount by which payments designated to be paid during the CPP
Compliance Period are reduced pursuant to section 13(b)(i) (the “Unpaid
Amount”) shall be delayed to and shall be paid on the first business day
following the last day of the CPP Compliance Period. Pending payment, the
Unpaid Amount shall be deposited in a Rabbi Trust. Payment of the Unpaid Amount
shall include any investment earnings on the assets of the Rabbi Trust
attributable to the Unpaid Amount.


          This
section 13 shall apply during the CPP Compliance Period whether or not a Change
in Control has occurred or any other provision of this Agreement has taken
effect. This section 13 shall be operated, administered and construed to comply
with section 111(b) of EESA as implemented by guidance or regulation thereunder
that has been issued and is in effect as of the closing date of the agreement,
if any, by and between the UST and the Company, under which the UST acquires
equity or debt securities of the Company under the CPP (such date, if any, the
“Closing Date,” and such implementation, the “Relevant Implementation”). If
after such Closing Date the clawback requirement of section 13(a) shall not be
required by the Relevant Implementation of section 111(b) of EESA, such
requirement shall have no further effect. If after such Closing Date the
limitation on golden parachute payments under section 13(b)(i) shall not be
required by the Relevant Implementation of section 111(b) of EESA, such
limitation shall have no further effect and any Unpaid Amount delayed under
section 13(b)(ii) shall be paid on the earliest date on which the Company
reasonably anticipates that such amount may be paid without violating such
limitation.


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


	
 

	
 

	
 


	


	
 


	
[NAME]

	
 


	
 

	
 

	
 


	
STATE
 BANCORP, INC.

	
 


	
 

	
 

	
 


	
By: 

	
 

	
 


	
 

	


	
 





[NOTE: AS OF 3/13/09, NO NAMED EXECUTIVE OFFICERS HAVE ENTERED INTO THIS FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT. THIS FORM WILL BE USED PROSPECTIVELY BY THE COMPANY IF IT SHOULD ENTER INTO ANY NEW CHANGE OF CONTROL AGREEMENTS WITH EXECUTIVE OFFICERS.] 

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