STOCK OPTION AGREEMENT
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FOR NON-STATUTORY STOCK OPTIONS
PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
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NON-EMPLOYEE DIRECTORS
STOCK OPTIONS for a total of _______ shares of Common Stock of Kearny
Financial Corp. (the "Company") is hereby granted to _______________ (the
"Optionee") at the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the 2005 Stock Compensation and
Incentive Plan (the "Plan") adopted by the Company which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such Stock Options do
not comply with Options granted under Section 422 of the Internal Revenue Code
of 1986, as amended.
1. Option Price. The Option price is $_____ for each Share, being 100%
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of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (_________________).
2. Exercise of Option. This Option shall be first exercisable in
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accordance with provisions of the Plan, during periods of continued service as a
Director or Director Emeritus, as follows:
(a) Schedule of Rights to Exercise.
Percentage of Total Shares
Awarded Which Are
Date Options Non-forfeitable
---- ------- ---------------
Upon grant......................... 0 0%
As of ______________............... ____ 20%
As of ______________............... ____ 40%
As of ______________............... ____ 60%
As of ______________............... ____ 80%
As of ______________............... ____ 100%
A. Except in the event of death or Disability of the option holder or a Change
in Control of the Company or the Bank, a minimum of six months must elapse
between the date of grant and the date of sale of the common stock received upon
the exercise of such options.
B. Upon a Change in Control of the Company or Kearny Federal Savings Bank, all
such Options shall be immediately 100% vested and exercisable.
C. Upon death, all Options shall be deemed immediately exercisable by the
Beneficiary for the remaining term of such Options.
D. Upon Disability, all Options shall be deemed immediately exercisable for the
remaining term of such Options.
E. Once exercisable, all Options shall continue to be exercisable for a period
of ten years from the date of grant without regard to continued service of the
Optionee as a director or director emeritus.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for such
Shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) Contain such representations and agreements as
to the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by shares of Company Common Stock, cash or
electronic funds transfer. The certificate or certificates for shares of Common
Stock as to which the Option shall be exercised shall be registered in the name
of the person or persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if the
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issuance of the Shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
2
3. Non-transferability of Option. This Option may not be transferred in
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any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding the foregoing, such
Options may be transferred for estate planning purposes in connection with
Section 6.01(a)(iii) of the Plan.
4. Term of Option. This Option may not be exercised more than ten (10)
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years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
----------------
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Kearny Financial Corp.
Date of Grant: By:
---------------------------- ------------------------
Attest:
-------------------------------
[SEAL]
OPTIONEE ACKNOWLEDGEMENT
_______________________________ ______________________________________
OPTIONEE DATE
3
NON-STATUTORY STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
--------------------------
(Date)
Kearny Financial Corp.
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Dear Sir:
The undersigned elects to exercise the Non-Statutory Stock Option to
purchase __________ shares of Common Stock of Kearny Financial Corp. under and
pursuant to a Stock Option Agreement dated ________________.
Delivered herewith cash, electronic funds transfer and/or shares of
Common Stock, valued at the fair market value of the stock on the date of
exercise, as set forth below.
$____________ of cash or check
____________ of Common Stock
$ Total
============
The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name _____________________________________
Address _____________________________________
Social Security Number _____________________________________
Very truly yours,
__________________________________
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
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FOR OFFICERS AND EMPLOYEES
STOCK OPTIONS for a total of _______ shares of Common Stock of Kearny
Financial Corp. (the "Company"), which Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986,
as amended, is hereby granted to __________ (the "Optionee"), at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of the 2005 Stock Compensation and Incentive Plan (the "Plan")
adopted by the Company which is incorporated by reference herein, receipt of
which is hereby acknowledged.
1. Option Price. The Option price is $_____ for each Share, being 100%
------------
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (___________).
2. Exercises of Option. This Option shall be exercisable in accordance
-------------------
with provisions of the Plan, provided the holder of such Option is an employee,
director or director emeritus of the Company as of such date, as follows:
(a) Schedule of Rights to Exercise.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
Upon grant......................... 0 0%
As of ____________................. ___ 20%
As of_____________................. ___ 40%
As of ____________................. ___ 60%
As of ____________................. ___ 80%
As of ____________ ___ 100%
A. Such Options awarded to the Optionee are intended to satisfy the requirements
of "incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
B. Options awarded to the Optionee shall continue to vest annually during such
period that the Optionee serves as an employee, director or director emeritus of
Kearny Federal Savings Bank (the "Bank") or the Company.
C. Except in the event of death or Disability of the option holder or a Change
in Control of the Company or the Bank, a minimum of six months must elapse
between the date of grant and the date of sale of the common stock received upon
the exercise of such options.
D. Upon termination of service, absent Disability or death, such options shall
cease to be exercisable three months from the date of termination of employment;
provided that such awards shall continue to vest and remain exercisable during
such period that the recipient remains a director or director emeritus, not to
exceed the expiration date of such option term.
E. Upon Disability, all options shall be deemed immediately exercisable for a
period not to exceed one year from such date of Disability, not to exceed
initial option term.
F. Upon death, all Options shall be immediately exercisable by the estate for
two years from the date of death, not to exceed initial option term.
G. Upon a Change in Control of the Company or the Bank, all options shall be
immediately exercisable.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for such
Shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) Contain such representations and agreements as
to the holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by shares of Company Common Stock, cash or
electronic funds transfer. The certificate or certificates for shares of Common
Stock as to which the Option shall be exercised shall be registered in the name
of the person or persons exercising the Option.
2
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
(d) Disqualifying Disposition. The Optionee shall provide the
Plan Committee ten days notice of any disposition of common stock under the
circumstances described in Section 421(b) of the Internal Revenue Code of 1986,
as amended for disqualifying dispositions.
3. Non-transferability of Option. This Option may not be transferred in
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any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
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years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
----------------
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Kearny Financial Corp.
Date of Grant: _____________________________ By: ___________________________
Attest:
____________________________
[SEAL]
OPTIONEE ACKNOWLEDGEMENT
______________________________________ ________________________________
OPTIONEE DATE
3
INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
_______________________
(Date)
Kearny Financial Corp.
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Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to
purchase ________ shares of Common Stock of Kearny Financial Corp. under and
pursuant to a Stock Option Agreement dated ________________.
Delivered herewith cash, electronic funds transfer and/or shares of
Common Stock, valued at the fair market value of the stock on the date of
exercise, as set forth below.
$____________ of cash or check
____________ of Common Stock
$ Total
============
The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name _____________________________________
Address _____________________________________
Social Security Number _____________________________________
Very truly yours,
__________________________________