RESTRICTED STOCK AWARD
AGREEMENT
NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLAN
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 a Restricted Stock Award 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 Restricted Stock Award 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
Restricted Stock Award.
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1.
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Grant Date. January 30, 2009 (“Grant
Date”).
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2.
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Number of Shares of Stock Subject to
Awards . ###
27,750 ### shares of Stock (“Shares”), subject
to adjustment as may be necessary pursuant to Article 3 of the
2008 Plan.
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3.
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Vesting Schedule.
The restrictions imposed
under Section 4 hereof will expire as to the following shares
awarded hereunder, on the respective vesting dates (“Vesting
Date”); provided that the Participant is still employed by or
in service with the Company or any Subsidiary on the respective
Vesting Dates and no event, as described in the 2008 Plan, has
occurred that would result in the Vesting Dates being
accelerated:
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Number of Shares Vesting
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Vesting Date
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### 5,550 ###
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January 30, 2010
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### 5,550 ###
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January 30, 2011
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### 5,550 ###
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January 30, 2012
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### 5,550 ###
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January 30, 2013
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### 5,550 ###
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January 30, 2014
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4.
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Restrictions.
The unvested Shares
underlying your Restricted Stock Award are subject to the following
restrictions until they vest, expire or terminate (the
“Restricted Period”).
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(a)
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Restricted Stock is subject to the
vesting schedule in Section 3 of this Agreement.
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(b)
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Restricted Stock may not be
sold, transferred, exchanged, pledged, hypothecated, assigned or
otherwise encumbered.
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(c)
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If
your employment or service with the Company or any Subsidiary
terminates for any reason other than as set forth in the 2008 Plan,
then You will forfeit all of your rights, title and interest in and
to the unvested Restricted Stock (including any accumulated
dividends) as of the date of termination, and the unvested
Restricted Stock, and accumulated dividends thereon, shall revert
to the Company under the terms of the 2008 Plan.
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5.
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Delivery of Shares.
Once the Shares are
vested (see vesting schedule), the Shares (and accumulated
dividends) will be distributed in accordance with your
instructions. Deliver
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