UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2006
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NEW YORK COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31565 06-1377322
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
615 Merrick Avenue, Westbury, New York 11590
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(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 683-4100
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Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K
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Item 1.01 Entry into a Material Definitive Agreement.
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On March 3, 2006, New York Community Bancorp, Inc. (the "Company") entered
into employment agreements with Joseph R. Ficalora, President and Chief
Executive Officer; Robert Wann, Senior Executive Vice President and Chief
Operating Officer; Thomas R. Cangemi, Senior Executive Vice President and Chief
Financial Officer; James J. Carpenter, Senior Executive Vice President and Chief
Lending Officer; and John J. Pinto, Executive Vice President and Chief
Accounting Officer, and on March 9, 2006, with Michael F. Manzulli, Chairman of
the Board of Directors. The agreements, which are identical in form, replace,
and supersede prior separate agreements between each officer and the Company and
each officer and the Company's principal subsidiary, New York Community Bank.
While the material terms of the new agreements are generally similar to the
terms of the prior agreements, the new agreements reflect the Board of
Directors' decision to standardize the terms of employment for the Company's
senior management team to eliminate differences among the prior agreements that
reflected the use of different forms of agreement with executives who commenced
employment at different times and under different circumstances.
The new agreements provide for a term of three years with daily extension
of the initial term for an additional day, unless either party provides notice
of an election to discontinue such extensions. In addition, each agreement
specifies the executive's position(s) with the Company and reporting
responsibilities.
The respective agreements specify the executive's current level of base
salary as the initial base salary and provide for annual salary review. Each
executive is eligible to participate in the Company's executive and incentive
compensation programs as well as benefit plans that are generally available to
the Company's employees. The respective agreements further provide that the
executive is entitled to reimbursement for reasonable and documented business
expenses.
In the event of the executive's termination of employment without cause or
in circumstances consistent with a constructive termination (defined as
termination for "good reason" in the agreement), the respective agreements
provide that the executive would receive a lump sum payment equal to three times
the executive's highest total compensation (excluding income attributable to the
exercise of stock options) in one of the three calendar years preceding
termination of employment and continuation of employee welfare benefit plan
coverage for 36 months. In addition, (i) the executive would receive a payment
equal to the retirement plan benefits that would have been credited to the
executive over the remaining term of the agreement (based on the average
retirement plan benefits the executive received over the three years preceding
termination of employment); and (ii) all unvested stock compensation awards
would fully vest. If the payments made to the executive under these provisions
of the agreement are subject to the excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), the agreement provides
for an additional payment to the executive in an amount sufficient to provide
the executive with an after-tax amount equal to the excise tax. In addition, the
timing of such payments is subject to compliance with the requirements of
Section 409A of the Code.
In the event of the executive's termination by reason of disability, the
Company is obligated to continue the executive's base salary at specified levels
with a reduction for benefits paid by the Company's group disability program.
The agreement does not provide for the payment of any severance benefits if the
executive terminates employment by reason of death or is discharged for cause
(as defined in the agreement).
Attached as Exhibit 10.1 is a form of the employment agreement entered into
by the Company and Messrs. Manzulli, Ficalora, Wann, Cangemi, Carpenter, and
Pinto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
March 9, 2006 NEW YORK COMMUNITY BANCORP, INC.
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Date
/s/ Joseph R. Ficalora
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Joseph R. Ficalora
President and Chief Executive Officer
EXHIBIT INDEX
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10.1 Form of employment agreement entered into on March 3 and
March 9, 2006.