NON-STATUTORY STOCK OPTION AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLAN
Exhibit 10.15
This Agreement is provided to
(“Participant” or “You”) by Northfield Bancorp,
Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by
the Board of Directors of the Company awarded the Participant Non-Statutory Stock Options
(“Option”) pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”),
subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and
not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of
this Option hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and
should refer to the 2008 Plan for all terms and provisions of this Option.
| 1. | Grant Date. January 30, 2009. | |
| 2. | Number of Shares of Stock Subject to Option. ###69,300### shares of Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 3 of the 2008 Plan. | |
| 3. | Exercise Price per Share: $9.94 | |
| 4. | Expiration Date: January 30, 2019 | |
| 5. | Stock Appreciation Rights (“SARs”). Unless otherwise indicated below by the Company, SARs are hereby granted with respect to all Options granted pursuant to Section 2 above. If granted SARs will operate in tandem with the Options such that the exercise of one will cause the cancellation of the other. If the Participant exercises SARs, the Participant will not be required to pay an exercise price and will be entitled to receive Shares of the Company equal in value to the difference between the Fair Market Value (“FMV”) of the Shares on the date of exercise and the exercise price of the related Options (which will be canceled). |
| Example: | Participant receives 1,000 Options and related SARs. The Options have an exercise price of $12. When the Company stock is trading at $18 per share, the Participant exercises 300 SARs. Because the Participant has exercised SARs, the Participant does not have to pay the exercise price. The Participant receives 100 shares of the Company stock as follows: |
| $18 | Shares |
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| -$12 | Exercise Price |
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| $6 | SAR Value |
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| x 300 | SARs Exercised |
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| $1,800 / $18 | Total Value ¸ FMV of Shares = 100 shares |
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NOTE: By marking the box below with an “X” where indicated and crossing out item 5 above,
the Company hereby indicates that, notwithstanding the foregoing, SARs have not been granted in
conjunction with grants of Options under this Agreement.
| o | No SARs have been awarded to the Participant under this Agreement. |
| 6. | Vesting Schedule. Unless sooner vested in accordance with the terms of the 2008 Plan, the Option shall vest (become exercisable) in accordance with the following schedule: |
| Percentage of | Number of Shares | |||
| Option Vested | Available for Exercise | Vesting Date | ||
20%
|
###13,860### | January 30, 2010 | ||
| 20% | ###13,860### | January 30, 2011 | ||
| 20% | ###13,860### | January 30, 2012 | ||
| 20% | ###13,860### | January 30, 2013 | ||
| 20% | ###13,860### | January 30, 2014 |
| 7. | Effect of Termination of Service on Option. If your service with the Company or any Subsidiary terminates for any reason other than as set forth in the 2008 Plan, your Option will be exercisable only as to those shares that were immediately exercisable at the date of termination and may be exercised only for a period of three months following termination. | |
| 8. | Exercise of Option. You may exercise your Option by providing: |
| (a) | a written Notice of Exercise of Non-Statutory Option (see Exhibit A) delivered to the Company; and | ||
| (b) | payment to the Company in full for the Shares subject to the exercise in accordance with the terms of the 2008 Plan. |
| 9. | Exercise of SAR. You may exercise your SAR by providing a written Notice of Exercise of Stock Appreciation Right (see Exhibit B) delivered to the Company. | |
| 10. | Withholding. The Company has the authority and the right to deduct from your compensation or require You to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (e.g., FICA and FUTA). Alternatively, employees may request the Company to withhold a number of shares sufficient to satisfy the minimum required tax withholding. Directors who are not employees of the Company are self-employed and are not subject to tax withholding. | |
| 11. | Plan Controls. The terms contained in the 2008 Plan are incorporated into and made a part of this Agreement, and this Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Agreement, the provisions of the 2008 Plan will control. | |
| 12. | Notice. Notices and communications under this Agreement must be in writing and delivered in the manner set forth in Section 7.16 of the 2008 Plan. Notices to the Company must be addressed to: |
Northfield Bancorp, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Director of Human Resources
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Director of Human Resources
| With a copy to: | Northfield Bank ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Director of Human Resources |
or any other address designated by the Company in
a written notice to you. Notices to You will be directed to your address as then currently on
file with the Company, or at any other address that You provide in a written notice to the
Company.
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IN WITNESS WHEREOF, Northfield Bancorp, Inc., acting by and through the Board of Directors,
has caused this Agreement to be executed as of the Grant Date set forth above.
| NORTHFIELD BANCORP, INC. | ||||||
Accepted by Participant: |
By: | |
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Date:
Schedule
The above form of Non-Statutory Stock Option Award Agreement was signed by all of the Directors
(excluding ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chairman, and Chief Executive Officer, who entered into a separate
Non-Statutory Stock Option Award Agreement) of Northfield Bancorp, Inc. which consists of the
following persons: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇ P,
▇▇▇▇▇▇▇, Jr.; ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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EXHIBIT A
NOTICE OF EXERCISE OF NON-STATUTORY STOCK OPTION
NOTICE OF EXERCISE OF NON-STATUTORY STOCK OPTION
I, (print name), hereby exercise the stock option (the
“Option”) granted to me by Northfield Bancorp, Inc. (the “Company”) or its affiliate, subject to
all the terms and provisions set forth in the Non-Statutory Stock Option Award Agreement (the
“Agreement”) and the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) referred
to therein, and notify the Company of my desire to purchase shares of common
stock of the Company (“Shares”) for a purchase price of $ per share.
Enclosed please find (check one):
| Cash, personal, certified or cashier’s check in the sum of $ , in full/partial payment of the purchase price. | |||
| Stock of the Company with a fair market value of $ in full/partial payment of the purchase price.* | |||
| My check in the sum of $ and stock of the Company with a fair market value of $ , in full/partial payment of the purchase price.* | |||
| Please sell shares from my Option shares through a broker in full/partial payment of the purchase price. |
I hereby represent that it is my intention to acquire these shares for the following purpose:
| investment | |||
| resale or distribution |
Please note: if your intention is to resell (or distribute within the meaning of Section 2(11)
of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or
transfer agent may require an opinion of counsel that such resale or distribution would not violate
the Securities Act of 1933 prior to your exercise of such Option.
Date:
, .
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| Participant’s signature |
* If I elect to exercise by exchanging shares I already own, I will constructively
return shares that I already own to purchase the new option shares. If my shares are in
certificate form, I must attach a separate statement indicating the certificate number of the
shares I am treating as having exchanged. If the shares are held in “street name” by a registered
broker, I must provide the Company with a notarized statement attesting to the number of shares
owned that will be treated as having been exchanged. I will keep the shares that I already own and
treat them as if they are shares acquired by the option exercise. In addition, I will receive
additional shares equal to the difference between the shares I constructively exchange and the
total new option shares that I acquire.
EXHIBIT B
NOTICE OF EXERCISE OF STOCK APPRECIATION RIGHT
I, (print name), hereby exercise stock
appreciation rights (“SARs”) with respect to Options granted to me by Northfield Bancorp, Inc. (the
“Company”) or its affiliate, subject to all the terms and provisions set forth in the related
Non-Statutory Stock Option Award Agreement (the “Agreement”) and the Northfield Bancorp, Inc. 2008
Equity Incentive Plan (the “2008 Plan”).
I understand that the exercise of the above number of SARs will cause the cancellation of the
same number of Options granted under the Agreement. I also understand that by exercising the above
SARs, I will not be required to pay the exercise price of the related Options and will be entitled
to receive Shares of the Company equal in value to the positive difference between the Fair Market
Value of the Shares on the date of exercise and the exercise price of the related Options, provided
however, that no fractional Shares will be issued to me.
I hereby represent that it is my intention to acquire these shares for the following purpose:
| investment | |||
| resale or distribution |
I understand that I am subject to income tax on my SAR exercise and that the Company is
required to withhold applicable income taxes. I understand that unless I write a check to the
Company to cover the applicable withholding taxes, the Company may retain a number of shares from
those to be distributed to me to cover the minimum taxes that the Company is required to withhold.
Please note: if your intention is to resell (or distribute within the meaning of Section 2(11)
of the Securities Act of 1933) the shares you acquire through this SAR exercise, the Company or
transfer agent may require an opinion of counsel that such resale or distribution would not violate
the Securities Act of 1933 prior to your exercise of such SAR.
Date:
, 200
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| Participant’s signature |
EXHIBIT C
ACKNOWLEDGMENT OF RECEIPT OF SHARES
I hereby acknowledge the delivery to me by Northfield Bancorp, Inc. (the “Company”) or its
affiliate on , of stock certificates for
shares
of common stock of the Company purchased by me pursuant to the terms and conditions of the
Non-Statutory Stock Option Award Agreement and the Northfield Bancorp, Inc. 2008 Equity Incentive
Plan, as applicable, which shares were transferred to me on the Company’s stock record books on
.
Date:
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| Participant’s signature |