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EXHIBIT 10.5 FORM OF NEW YORK COMMUNITY BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
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FORM OF
NEW YORK COMMUNITY BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: [Name]
THIS STOCK OPTION ASSUMPTION AGREEMENT is hereby issued as of the 31st day
of July, 2001, by New York Community Bancorp, Inc., a Delaware corporation
("NYCB").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of the common stock of Richmond County
Financial Corp. ("RCF"), which were granted to Optionee under the [Name of Plan]
(the "Plan") and are evidenced by an award agreement or similar documentation
(the "Award Agreement") between RCF and the Optionee, which are incorporated by
reference herein.
WHEREAS, effective as of July 31, 2001 (the "Effective Time"), RCF has
merged with and into NYCB (the "Merger") pursuant to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 27, 2001, by and between RCF
and NYCB;
WHEREAS, the Merger Agreement provides that, as of the Effective Time, by
virtue of the Merger and without any action on the part of the Optionee, each
option granted by RCF to purchase shares of RCF common stock that is outstanding
and unexercised, whether vested or unvested, shall be converted into an option
to purchase shares of NYCB common stock at an exercise price determined in
accordance with Section 6.10 of the Merger Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. The number of shares of RCF common stock subject to the stock option(s)
held by Optionee under the Plan immediately prior to the Effective Time, and the
exercise price payable per share are set forth in Exhibit A hereto.
2. NYCB hereby assumes, as of the Effective Time, all of the duties and
obligations of RCF under each of the options as set forth in the Plan,
Optionee's Award Agreement, or similar documentation containing the terms and
conditions of the option grant.
3. In connection with such option assumption by NYCB, the number of shares
of NYCB Common Stock purchasable under each RCF option hereby assumed, and the
exercise price payable thereunder, have been adjusted in accordance with the
provisions of Section 6.10 of the Merger Agreement for the conversion of the RCF
options. Accordingly, the number of shares of NYCB common stock subject to each
RCF option hereby assumed as of the Effective Time shall be as specified in the
attached Exhibit A, and the adjusted exercise price payable per share of NYCB
common stock under the assumed RCF option shall be as indicated in the attached
Exhibit A.
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4. The following additional provisions shall govern each RCF option hereby
assumed by NYCB:
(a) Unless the context otherwise requires, all references in each
Award Agreement and in the applicable plan document (as incorporated by
reference in such Award Agreement) (i) to the "Company" shall mean NYCB, (ii) to
"Common Stock" shall mean shares of NYCB Common Stock, (iii) to the "Board of
Directors" shall mean the Board of Directors of NYCB, (iv) to the "Committee"
shall mean the Committee of NYCB which administers the Plan and (v) to the
"Bank" shall mean New York Community Bank.
(b) The grant date and the expiration date for each assumed RCF
option and all other provisions which govern either the exercisability or the
termination of the assumed RCF option shall remain the same as set forth in the
Award Agreement applicable to that option and the provisions of the Plan
document, and shall accordingly govern and control Optionee's rights to purchase
NYCB common stock under this Stock Option Assumption Agreement.
(c) For purposes of applying any and all provisions of the Award
Agreement relating to Optionee's status as an employee, Optionee shall be deemed
to continue in such status for so long as Optionee renders services as an
employee of NYCB or any NYCB subsidiary (within the meaning of "subsidiary
corporation" as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended). Accordingly, the provisions of the Award Agreement governing the
termination of the assumed RCF options shall apply upon Optionee's cessation of
employment with NYCB and its subsidiaries, and each assumed RCF option shall
accordingly terminate, within the designated time period in effect under the
Award Agreement for that option, following cessation of employment with NYCB and
its subsidiaries.
(d) The adjusted exercise price payable for the NYCB Common Stock
subject to each assumed RCF option shall be payable in any of the forms
authorized under the Plan and the Award Agreement applicable to that option.
(e) In order to exercise each assumed RCF option, Optionee must
deliver to NYCB a written notice of exercise which indicates the number of
shares of NYCB Common Stock to be purchased, accompanied by payment of the
adjusted exercise price. Such notice shall be delivered to NYCB at the following
address:
New York Community Bancorp, Inc.
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and Corporate Secretary
New York Community Bancorp, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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5. Except to the extent specifically modified by this Stock Option
Assumption Agreement, all of the terms and conditions of each Award Agreement,
as in effect immediately prior to the Merger, shall continue in full force and
effect and shall not in any way be amended, revised or otherwise affected by
this Stock Option Assumption Agreement.
IN WITNESS WHEREOF, NYCB has caused this Stock Option Assumption Agreement
to be executed on its behalf by its duly authorized officer as of the 31st day
of July, 2001.
NEW YORK COMMUNITY BANCORP, INC.
By: ________________________________________
Title: _____________________________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of this Stock Option Assumption
Agreement and understands and acknowledges that all rights and liabilities with
respect to each of his RCF options hereby assumed by NYCB are as set forth only
in the Award Agreement, the Plan and this Stock Option Assumption Agreement, and
that no other agreements exist with respect to his RCF options. The undersigned
also acknowledges that, except to the extent specifically modified by this Stock
Option Assumption Agreement, all of the terms and conditions of the Award
Agreement, as in effect immediately prior to the Effective Time, shall continue
in full force and effect and shall not be otherwise affected by this Stock
Option Assumption Agreement. The undersigned further acknowledges that the RCF
options described in Exhibit A hereto constitute all of the options or other
rights to purchase RCF common stock that he owned immediately prior to the
Effective Time of the Merger.
OPTIONEE
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[name]
DATE: ___________________________________
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EXHIBIT A
Optionee's Outstanding Options to Purchase Shares
of Richmond County Financial Corp. Common Stock
(Pre-Merger)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
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STOCK OPTIONS
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Optionee's Outstanding Options to Purchase Shares
of New York Community Bancorp, Inc. Common Stock
(Post-Merger)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
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STOCK OPTIONS
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