NON-STATUTORY 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 Non-Statutory 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.
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1.
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Grant Date. January 30, 2009.
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2.
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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.
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3.
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Exercise Price per Share
:
$9.94
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4.
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Expiration Date:
January 30,
2019
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5.
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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).
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Example
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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:
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$18
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-$12
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$6
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x 300
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$1,800 / $18
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Total Value ¸ FMV of Shares = 100 shares
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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.
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No
SARs have been awarded to the Participant under this
Agreement.
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6.
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Vesting Schedule.
Unless sooner vested in
accordance with the terms of the 2008 Plan, the Option shall vest
(become exercisable) in accordance with the following
schedule:
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Percentage of
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Number of Shares
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Option Vested
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Available for Exercise
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Vesting Date
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### ___ ###
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January 30, 2010
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20%
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### ___ ###
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January 30, 2011
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20%
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### ___ ###
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January 30, 2012
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20%
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### ___ ###
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January 30, 2013
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20%
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### ___ ###
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January 30, 2014
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7.
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Effect of Termination of Service on
Option . If
your service 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.
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8.
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Exercise of Option
. You may exercise your
Option by providing:
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(a)
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a
written Notice of Exercise of Non-Statutory Option (see
Exhibit A) delivered to the Company; and
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(b)
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payment to the Company in full for
the Shares subject to the exercise in accordance with the terms of
the 2008 Plan.
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9.
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Exercise of SAR.
You may exercise your
SAR by providing a written Notice of Exercise of Stock Appreciation
Right (see Exhibit B) delivered to the Company.
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10.
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Withholding. The Company has the authority and
the right to deduct from your compensation or require You to remit
to the Company, an amount sufficient to satisfy federal, state, and
local (if any) withholding taxes and employment taxes (e.g., FICA
and FUTA). Alternatively, employees may request the Company to
withhold a number of shares sufficient to satisfy the minimum
required tax withholding. Directors who are not employees of the
Company are self-employed and are not subject to tax
withholding.
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