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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(e)
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Amendment to Amended and Restated Employment Agreements for
Jack L. Kopnisky, Luis Massiani, Rodney Whitwell, Michael E. Finn, James P. Blose, Thomas X. Geisel and Javier L. Evans
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On December 15, 2021, Sterling
Bancorp, a Delaware corporation (the “Company”), and the Company’s wholly-owned subsidiary, Sterling National Bank,
a national banking association (the “Bank” and, together with the Company, “Sterling”) and each of Jack L. Kopnisky,
the Company's President and Sterling's Chief Executive Officer, Luis Massiani, Sterling’s Senior Executive Vice President and Chief
Operating Officer and the Bank's President, Rodney Whitwell, Sterling’s Senior Executive Vice President and Chief Administrative
Officer, Michael E. Finn, Sterling’s Senior Executive Vice President and Chief Risk Officer, James P. Blose, Sterling’s Executive
Vice President and Chief Legal Officer, Thomas X. Geisel, Senior Executive Vice President, Corporate Banking President, and Javier L.
Evans, Executive Vice President, Chief Business Operations Officer (each an “Executive” and collectively, the “Executives”),
executed an amendment to their respective Amended and Restated Employment Agreement, (collectively, the “Employment Agreements”)
to extend the duration of the term of each Employment Agreement, currently expiring on December 31, 2021, to provide for a term ending
on December 31, 2022 (unless in the event of a “change in control” (as defined in such Employment Agreements), in such case
the Employment Agreements will be terminated upon the second anniversary of the date of the change in control, if later (the “Amendments”).
As
disclosed in a prior Form 8-K, on April 19, 2021, Sterling announced that it entered into an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of April 18, 2021, between Sterling and Webster Financial Corporation (“Webster”). The transactions
contemplated by the Merger Agreement have not yet closed. Sterling and Webster agreed that it is in the best interests of both companies
and their subsidiaries that the expiring Employment Agreements for Sterling’s executive officers be extended as proposed in the
Amendments to ensure continuity of operations through the closing of the transactions contemplated by the Merger Agreement. Accordingly,
Webster agreed to waive forbearance restrictions under the Merger Agreement otherwise prohibiting Sterling from amending employment agreements
for its employees, including its executive officers.
The Amendments to the Employment
Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 and are incorporated by reference herein.
Amendment of Performance Period of the 2019-2021 Performance Awards
As part of the Company’s
long-term incentive plan, the Company previously granted performance awards with a performance period of January 1, 2019 through December
31, 2021 that utilize the KBW Regional Bank Index to determine the achievement of certain performance metrics (the “2019-2021 Performance
Awards”). On December 13, 2021, with Webster’s waiver of the forbearance restrictions under the Merger Agreement, the Compensation
Committee of the Board of Directors approved amending the 2019-2021 Performance Awards to have a performance period ending on September
30, 2021 and certifying performance on the shortened performance period that is otherwise in the ordinary course and consistent with
past practice.