INCENTIVE STOCK OPTION 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 Incentive 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 . ###
### 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
|
|
|
|
|
|
- $12
|
|
|
|
|
|
|
|
$6
|
|
|
|
|
|
x 300
|
|
|
|
|
|
|
|
$1,800 / $18
|
|
|
Total Value ¸ FMV of Shares = 100 shares
|
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.
|
1
|
6.
|
|
Vesting Schedule.
Unless sooner vested in
accordance with the terms of the Plan, the Option, and if
applicable, SARs, shall vest (become exercisable) in accordance
with the following schedule:
|
|
|
|
|
|
|
|
|
|
Number of Shares/SARs
|
|
|
|
Percentage Vested
|
|
Available for Exercise
|
|
Vesting Date
|
|
|
|
### ___ ###
|
|
January 30, 2010
|
|
20%
|
|
### ___ ###
|
|
January 30, 2011
|
|
20%
|
|
### ___ ###
|
|
January 30, 2012
|
|
20%
|
|
### ___ ###
|
|
January 30, 2013
|
|
20%
|
|
### ___ ###
|
|
January 30, 2014
|
|
7.
|
|
Effect of Termination of Service on
Option . If
your employment 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 Incentive Stock Option (see
Exhibit A to this Agreement) 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.
If applicable, You may
exercise your SAR by providing a written Notice of Exercise of
Stock Appreciation Right (see Exhibit B to this Agreement)
delivered to the Company.
|
|
|
|
|
|
10.
|
|
Payment of Taxes.
There are no regular
federal or state income or employment tax liabilities upon the
exercise of an Incentive Stock Option, provided the holding periods
set forth in the 2008 Plan are satisfied, although the excess, if
any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price will be treated as income for alternative
minimum tax (“AMT”) purposes and may subject You to AMT
in the year of exercise. If You dispose of the Shares received upon
exercise before satisfying the required holding period (e.g., in a
“disqualifying disposition”), You will be subject to
income taxes, and possibly, ca
|
|
