Chief Information Officer Employment Agreement

EXHIBIT 10.15


NEW YORK COMMUNITY BANCORP, INC.

EMPLOYMENT AGREEMENT


This AGREEMENT (" Agreement" ) is effective as of June 27, 2003, by and among New York Community Bancorp, Inc., a corporation organized under the laws of Delaware (the " Holding Company" ), The Roslyn Savings Bank, a New York state chartered savings bank (" Roslyn Bank" ), Roslyn Bancorp, Inc., a corporation organized under the laws of Delaware and the principal holding company for Roslyn Bank (" Roslyn" ), and Nancy C. MacKenzie (" Executive" ).


WHEREAS, Executive is currently employed as Executive Vice President and Chief Information Officer of Roslyn Bank;


WHEREAS, Roslyn is entering into an Agreement and Plan of Merger of even date herewith (the " Merger Agreement" ) with the Holding Company, pursuant to which Roslyn will merge with and into the Holding Company (the " Merger" ) with the Holding Company being the surviving corporation and pursuant to which Roslyn Bank will merge with and into New York Community Bank, a New York state chartered savings bank which is a wholly owned subsidiary of the Holding Company (the " Bank" ), with the Bank being the surviving bank; and


WHEREAS, Executive and Roslyn Bank are parties to an employment agreement dated as of March 22, 1999 (the " Prior Employment Agreement" );


WHEREAS, the Holding Company has determined that it is in the best interests of the Holding Company and its shareholders to provide for the continuing availability to the Bank of Executive' s services and expertise following the " Effective Time" as such term is defined in the Merger Agreement, all on the terms and conditions set forth below;

WHEREAS, Executive is willing to make his services available to the Holding Company and the Bank, on the terms and subject to the conditions set forth herein;


NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. POSITION AND RESPONSIBILITIES.

(a) During the period of Executive' s employment under this Agreement, Executive agrees to serve in the positions set forth in Annex A. Executive shall render such administrative and management services to the Bank as are customarily performed by persons in similar executive capacities.

(b) During the period of Executive' s employment under this agreement, except for periods of absence occasioned by illness, vacation, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and

efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Bank, as well as participation in community, professional and civic organizations; provided, however, that, with the approval of the Board of Directors of the Holding Company (the " Board of Directors" or the " Board" ), as evidenced by a resolution of the Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in the Board' s judgment, will not present any conflicts of interest with the Holding Company or its subsidiaries, or materially affect the performance of Executive' s duties pursuant to this Agreement.

2. TERM OF EMPLOYMENT.

(a) The period of Executive' s employment under this Agreement shall continue for a period of three (3) years from the Effective Time.


(b) Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Holding Company may terminate Executive' s employment with the Holding Company or the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement.


3. COMPENSATION, BENEFITS AND REIMBURSEMENT.


(a) Base Salary. The Holding Company shall pay Executive an annual salary of not less than Executive' s annual base salary with Roslyn immediately prior to the Effective Time (" Base Salary" ). Executive' s Base Salary shall be payable in accordance with the normal payroll practices of the Holding Company and the Bank. Whenever used in this Agreement, Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or the Bank. During the term of this Agreement, the Board of Directors or a committee appointed by the Board of Directors shall review Executive' s Base Salary at least annually and the Board of Directors or the committee may increase Executive' s Base Salary at any time. Any increase in Executive' s Base Salary shall become a term of this Agreement and shall be the new " Base Salary" for purposes of this Agreement.


(b) Incentive Compensation. In addition to his Base Salary, Executive shall be entitled to participate in (on a basis which is no less favorable than similarly situated executives of the Holding Company or the Bank) and shall receive payments under any incentive compensation bonus program sponsored by the Holding Company or the Bank. Executive' s incentive compensation shall be determined by the Board of Directors or a committee appointed by the Board of Directors at a level appropriate for executive officers. In no event will the incentive compensation payable for the calendar year 2004 be less than $100,000 (the " Guaranteed Bonus" ), provided that Executive is employed by the Bank through December 31, 2004 or upon the occurrence of an Event of Termination prior thereto.


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In addition, in light of the critical nature of systems integration of the computer systems of Roslyn Bank and the Bank, upon the completion of such integration, or, if earlier, at the end of the 12th month following the Effective Time, or upon the occurrence of an Event of Termination prior thereto, Executive will be paid an additional bonus of $150,000 (the " Integration Bonus" ).


(c) Vacation; Holidays; Sick Time. Executive shall be entitled to vacation in accordance with the standard vacation policies of the Holding Company for senior executive officers, but in no event less than four weeks vacation during each year of employment. Executive shall take vacation at a time mutually agreed upon by the Holding Company and Executive. Executive shall receive his Base Salary and other benefits during periods of vacation. Executive shall also be entitled to paid legal holidays in accordance with the policies of the Holding Company. Executive shall also be entitled to sick leave in accordance with the policies of the Holding Company for senior executive officers.


(d) Other Employee Benefits. In addition to any other compensation or benefits provided for under this Agreement, Executive shall be entitled to participate in any employee benefit plans, arrangements and perquisites the Holding Company or the Bank offers to full-time employees or executive management in the future. The Holding Company or the Bank will not, without Executive' s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive' s rights or benefits thereunder without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect provided, however, that the Holding Company may make such changes to such plans, arrangements or perquisites generally provided on a nondiscriminatory basis to all employees, without Executive' s consent. Without limiting the generality of the foregoing provisions of this paragraph, Executive shall be entitled to participate in or receive benefits under all plans relating to stock options, restricted stock awards, stock purchases, pension, profit sharing, employee stock ownership, supplemental retirement, group life insurance, medical and other health and welfare coverage that are made available by the Holding Company or the Bank at the effective time of this Agreement or at any time in the future during the term of this Agreement to its senior executives and key management employees, on a basis which is no less favorable than similarly situated executives of the Holding Company or the Bank, and subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to Executive under any such plans or arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

(e) Business Expenses. In addition to any other compensation or benefits provided for under this Agreement, the Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional


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compensation in such form and such amounts as the Board may from time to time determine.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.


(a) Upon the occurrence of an Event of Termination (as herein defined) during Executive' s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an " Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive' s full-time employment with the Bank for any reason other than a termination for " Just Cause" (as defined in Section 7 of this Agreement); or (ii) Executive' s resignation from the Bank upon any (A) material change in Executive' s function, duties, or responsibilities with the Bank, which change would cause Executive' s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive' s principal place of employment by more than 25 miles from the Holding Company' s offices, (C) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive' s right to elect to terminate his employment. In addition, " Event of Termination" shall mean Executive' s voluntary resignation from the Holding Company or the Bank for any reason by giving not less than forty-five (45) days prior written notice thereof at any time during the sixty (60) day period beginning on the date which is eleven (11) months after the Effective Time.

(b) Upon Executive' s termination from employment in accordance with paragraph (a) of this Section 4, on the Date of Termination, as defined in Section 8 of the Agreement, the Holding Company shall pay Executive, or, in the event of his death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to three (3) times the sum of: (i) Executive' s Base Salary as set forth in Section 3(a), or, if higher, at the rate in effect immediately prior to the date a Notice of Termination is given and the incentive compensation paid to Executive pursuant to Section 3(b) of this Agreement for the last full calendar year prior to the Date of Termination; provided, however, that in no event shall such incentive compensation be deemed to be less than the sum of the Guaranteed Bonus and the Integration Bonus, plus (ii) the amount of any benefits received or to be received by Executive or contributions made or to be made on behalf of Executive pursuant to any employee benefit plans maintained by the Bank had the Executive been employed for a period of three (3) years following the Date of Termination. At the election of Executive, which election is to be made prior to the Date of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining unexpired term of the Agreement. Such


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payments shall not be reduced in the event Executive obtains other employment following termination of employment.


(c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive' s termination of employment in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Holding Company or the Bank continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive participates on the last day of his employment (each being a " Welfare Plan" ), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earliest of (i) his death, (ii) his employment by another employer other than one of which he is the majority owner or (iii) three (3) years following the Date of Termination. If the Holding Company or the Bank does not offer the Welfare Plans at any time after the Event of Termination, then the Holding Company or the Bank shall provide Executive with a payment equal to the premiums for such benefits for the period that runs until the earliest of (x) his death, (y) his employment by another employer other than one of which he is the majority owner or (z) three (3) years following the Date of Termination.


5. CHANGE IN CONTROL.

(a) For purposes of this Agreement, " Change in Control" means the occurrence of any of the following events:


(1) individuals who, immediately after the Effective Time, constitute the Board (the " Incumbent Directors" ) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to such time, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Holding Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Holding Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;


(2) any " person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the " Exchange Act" ) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company representing 25% or more of the combined voting power of the Holding Company' s then outstanding securities eligible to

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vote for the election of the Board (the " Holding Company Voting Securities" ); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Holding Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Holding Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities or (D) a transaction (other than one described in (iii) below) in which Holding Company Voting Securities are acquired from the Holding Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (D) does not constitute a Change in Control under this paragraph (ii);


(3) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Holding Company or any of its Subsidiaries that requires the approval of the Holding Company' s stockholders, whether for such transaction or the issuance of securities in the transaction (a " Business Combination" ...