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EXHIBIT 10.2
FORM OF NEW YORK COMMUNITY BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
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FORM OF STOCK OPTION ASSUMPTION AGREEMENT
Dear Optionee:
As you know, on December 30, 2005 (the "Closing Date"), Long
Island
Financial Corp. ("LIFC") merged with and into New York Community
Bancorp, Inc.
("NYB"), a Delaware corporation (the "Merger"). In the Merger, each
holder of
shares of LIFC common stock received 2.32 shares of NYB common
stock for each
share of LIFC common stock (the "Exchange Ratio"). On the Closing
Date you held
one or more outstanding options to purchase shares of LIFC common
stock granted
to you under the LIFC 1998 Stock Option Plan (the "Plan") 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 "LIFC Options"). In accordance with the
Merger, on
the Closing Date, NYB assumed all obligations of LIFC under the
LIFC Options.
This Agreement evidences the assumption of the LIFC Options,
including the
necessary adjustments to the LIFC Options required by the
Merger.
A
schedule of your LIFC 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 NYB, (ii)
to "Stock,"
"Common Stock" or "Shares" means shares of NYB common stock, (iii)
to the "Board
of Directors" or the "Board" means the Board of Directors of NYB
and (iv) to the
"Committee" means the Compensation Committee of the NYB Board of
Directors. All
references in the Option Agreement and the Plan relating to your
status as an
employee of LIFC will now refer to your status as an employee of
NYB or any
present or future NYB subsidiary. To the extent the Option
Agreement allowed you
to deliver shares of LIFC common stock as payment for the exercise
price, shares
of NYB common stock may be
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