10.3 FORM OF OPTION ASSUMPTION AGREEMENTS FOR EMPLOYEES AND DIRECTORS
FORM OF STOCK OPTION ASSUMPTION AGREEMENT
[EMPLOYEE]
Dear Optionee:
As you know, on October 1, 2007 (the "Closing Date"), Synergy
Financial Group, Inc. ("Synergy"), a New Jersey corporation, will merge with and
into New York Community Bancorp, Inc. ("NYCB"), a Delaware corporation (the
"Merger"). In the Merger, each holder of shares of Synergy common stock will
receive 0.80 shares of NYCB common stock for each share of Synergy common stock
(the "Exchange Ratio"). Based on our records, as of Closing Date you held one or
more outstanding options to purchase shares of Synergy common stock granted to
you under the Synergy Financial Group, Inc. 2003 Stock Option Plan or the
Synergy Financial Group, Inc. 2004 Stock Option Plan (collectively the "Plans")
and documented with a Stock Option Agreement(s) and/or Notice(s) of Grant of
Stock Option and any amendment(s) or waiver(s) thereto (collectively, the
"Option Agreement") issued to you under the Plan (the "Synergy Options"). In
accordance with the Merger, as of the Closing Date, NYCB will assume all
obligations of Synergy under the Synergy Options. This Agreement evidences the
assumption of the Synergy Options, including the necessary adjustments to the
Synergy Options required by the Merger.
A schedule of your Synergy Options immediately before and after the
Merger is attached to this letter. The post-merger adjustments are based on the
Exchange Ratio and are intended to: (i) to preserve, on a per share basis, the
ratio of exercise price to fair market value that existed immediately prior to
the Merger; and (ii) to the extent applicable by law, to retain incentive stock
option ("ISO") status under the Federal tax laws.
Unless the context otherwise requires, any references in the Plan and
the Option Agreement (i) to the "Company" or the "Corporation" means NYCB, (ii)
to "Stock," "Common Stock" or "Shares" means shares of NYCB common stock, (iii)
to the "Board of Directors" or the "Board" means the Board of Directors of NYCB
and (iv) to the "Committee" means the Compensation Committee of the NYCB Board
of Directors. All references in the Option Agreement and the Plan relating to
your status as an employee of Synergy will now refer to your status as an
employee of NYCB or any present or future NYCB subsidiary. To the extent the
Option Agreement allowed you to deliver shares of Synergy common stock as
payment for the exercise price, shares of NYCB common stock may be delivered in
payment of the adjusted exercise price, and the period for which such shares
were held as Synergy common stock prior to the Merger will be taken into
account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your converted NYCB Options remain the same as set forth in
your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Exchange Ratio, as applicable. All
other provisions which govern either the exercise or the termination of your
converted NYCB Options remain the same as set forth in your Option Agreement,
and the provisions of the Option Agreement (except as expressly modified by this
Agreement and the Merger) will govern and control your rights under this
Agreement to purchase shares of NYCB common stock. Upon your termination of
employment with NYCB you will have the limited time period specified in your
Option Agreement to exercise your converted NYCB Options. INCENTIVE STOCK
OPTIONS EXERCISED MORE THAN THREE MONTHS AFTER THE DATE YOU CEASE TO BE AN
EMPLOYEE OF NYCB (ONE YEAR FOR DISABILITY AND TWO YEARS FOR DEATH) WILL BE
TREATED AS NON-STATUTORY STOCK OPTIONS FOR TAX PURPOSES.
To exercise your converted Synergy Options, you must deliver to the
NYCB Human Resources Department (i) a written notice of exercise for the number
of shares of NYCB common stock you want to purchase, (ii) the adjusted exercise
price, and (iii) all applicable withholding taxes. Payment of withholding taxes
(where applicable) may be tendered in shares of NYCB common stock or cash. The
exercise notice and payment should be delivered to the following address:
New York Community Bancorp, Inc.
Human Resources Department
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ - ▇▇▇▇ ▇
Jericho, New York 11753-8905
Nothing in this Agreement or your Option Agreement interferes in any
way with your rights and NYCB's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from NYCB will be governed by the terms of the NYCB equity
incentive plans, and such terms may be different from the terms of your
converted Synergy Options, including, but not limited to, the time period in
which you have to exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the
address listed above. If you have any questions regarding this Agreement or your
assumed Synergy Options, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
NEW YORK COMMUNITY BANCORP, INC.
By:
--------------------------------------
A duly authorized officer of NYCB
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Synergy Options hereby assumed by NYCB are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
Dated: ____________________, 2007 By:
-------------------------------
Optionee
EXHIBIT A
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF SYNERGY FINANCIAL GROUP, INC. COMMON STOCK
(PRE-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
------------------------ ---------------------------- ----------------------- -----------------------
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF NEW YORK COMMUNITY BANCORP, INC. COMMON STOCK
(POST-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
------------------------ ---------------------------- ----------------------- -----------------------
FORM OF STOCK OPTION ASSUMPTION AGREEMENT
[DIRECTOR]
Dear Optionee:
As you know, on October 1, 2007 (the "Closing Date"), Synergy
Financial Group, Inc. ("Synergy"), a New Jersey corporation, will merge with and
into New York Community Bancorp, Inc. ("NYCB"), a Delaware corporation (the
"Merger"). In the Merger, each holder of shares of Synergy common stock will
receive 0.80 shares of NYCB common stock for each share of Synergy common stock
(the "Exchange Ratio"). Based on our records, as of Closing Date you held one or
more outstanding options to purchase shares of Synergy common stock granted to
you under the Synergy Financial Group, Inc. 2003 Stock Option Plan or the
Synergy Financial Group, Inc. 2004 Stock Option Plan (collectively the "Plans")
and documented with a Stock Option Agreement(s) and/or Notice(s) of Grant of
Stock Option and any amendment(s) or waiver(s) thereto (collectively, the
"Option Agreement") issued to you under the Plan (the "Synergy Options"). In
accordance with the Merger, as of the Closing Date, NYCB will assume all
obligations of Synergy under the Synergy Options. This Agreement evidences the
assumption of the Synergy Options, including the necessary adjustments to the
Synergy Options required by the Merger.
A schedule of your Synergy Options immediately before and after the
Merger is attached to this letter. The post-merger adjustments are based on the
Exchange Ratio and are intended to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Merger.
Unless the context otherwise requires, any references in the Plan and
the Option Agreement (i) to the "Company" or the "Corporation" means NYCB, (ii)
to "Stock," "Common Stock" or "Shares" means shares of NYCB common stock, (iii)
to the "Board of Directors" or the "Board" means the Board of Directors of NYCB
and (iv) to the "Committee" means the Compensation Committee of the NYCB Board
of Directors. To the extent the Option Agreement allowed you to deliver shares
of Synergy common stock as payment for the exercise price, shares of NYCB common
stock may be delivered in payment of the adjusted exercise price, and the period
for which such shares were held as Synergy common stock prior to the Merger will
be taken into account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your converted NYCB Options remain the same as set forth in
your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Exchange Ratio, as applicable. All
other provisions which govern either the exercise or the termination of your
converted NYCB Options remain the same as set forth in your Option Agreement,
and the provisions of the Option Agreement (except as expressly modified by this
Agreement and the Merger) will govern and control your rights under this
Agreement to purchase shares of NYCB common stock. Upon your termination of
service, you will continue to have ten years from the grant date of your Options
to exercise your Options.
To exercise your converted Synergy Options, you must deliver to the
NYCB Human Resources Department (i) a written notice of exercise for the number
of shares of NYCB common stock you want to purchase, and (ii) the adjusted
exercise price. The exercise notice and payment should be delivered to the
following address:
New York Community Bancorp, Inc.
Human Resources Department
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ - ▇▇▇▇ ▇
Jericho, New York 11753-8905
Please sign and date this Agreement and return it promptly to the
address listed above. If you have any questions regarding this Agreement or your
assumed Synergy Options, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
NEW YORK COMMUNITY BANCORP, INC.
By:
-------------------------------------
A duly authorized officer of NYCB
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Synergy Options hereby assumed by NYCB are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
Dated: ____________________, 2007 By:
--------------------------------
Optionee
EXHIBIT A
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF SYNERGY FINANCIAL GROUP, INC. COMMON STOCK
(PRE-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
------------------------ ---------------------------- ----------------------- -----------------------
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF NEW YORK COMMUNITY BANCORP, INC. COMMON STOCK
(POST-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
------------------------ ---------------------------- ----------------------- -----------------------