false0001493225 0001493225 2020-02-17 2020-02-17


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  D.C. 20549 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 17, 2020
 
 
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-35791
80-0882592
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
 
581 Main Street,
Woodbridge,
New Jersey
 
07095
(Address of principal executive offices)
 
(Zip code)

Registrant’s telephone number, including area code:        (732) 499-7200
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of exchange on which registered
Common stock, par value $0.01 per share
 
NFBK
 
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 17, 2020, the Compensation Committee of the Board of Directors of Northfield Bancorp, Inc. (the Company) approved, and the Board of Directors ratified, the granting to directors and employees a total of 83,744 restricted shares and 19,837 restricted stock units.
The grants were made in accordance with the terms of the Company’s 2019 Equity Incentive Plan (the “Plan”), which was approved by the stockholders at the May 22, 2019, annual meeting of stockholders, and represented approximately 8% of the awards available under the Plan.
Time-based awards to employees vest in equal installments over a five-year period, commencing one year from the date of the grant, which was February 17, 2020. Performance-based, restricted stock units awarded to the executive officers vest, if a specified goal is achieved, three years after the date of the grant. If the goal is not achieved, the restricted stock units will not vest. Time-based awards to directors vest fully one year from the date of the grant.
The foregoing description of the terms and conditions of the grant agreements is qualified in its entirety by reference to the agreements which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8 hereto and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.
        
Exhibit No.        Exhibit
Form of Director Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
Form of CEO Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
Form of Executive Vice President Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
Form of Employee (Below Executive Vice President) Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
Form of CEO Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan
Form of Executive Vice President Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan
Form of Director Stock Option Agreement (Time-Based Vesting) under the 2019 Equity Incentive Plan
Form of Incentive Employee Stock Option Agreement (Time-Based Vesting) under the 2019 Equity Incentive Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
NORTHFIELD BANCORP, INC.
DATE: February 21, 2020
By:
 
/s/ William R. Jacobs
 
 
 
William R. Jacobs
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)


EXHIBIT 10.1


RESTRICTED STOCK AWARD

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant:                 
2.        Date of Grant:             
                            
3.
    Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
 
            
 
4.
    Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award shall vest on: ___________________________
5.    Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

    


6.
Terms and Conditions.
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder, while unvested and held by the Company.
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time that the Restricted Stock vests. The Committee shall cause the dividend to be distributed to the Participant within 30 days following the date on which the Restricted Stock vests. Any stock dividends declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on which the dividend was declared.
7.
Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.
    
8.    Change in Control or Merger of Equals.

8.1
In the event of the Participant’s Involuntary Termination following a Change in Control or an Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested.

8.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

8.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
9.    Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
10.    Effect of Termination of Service on Restricted Stock Award.
10.1    This Restricted Stock Award will vest as follows:
(i)
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other

    
2

Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s death occurs prior to the one-year anniversary of the date of grant (pursuant to Section 4 hereof), Restricted Stock that would have vested on the one-year anniversary of the date of grant will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(ii)
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s Disability occurs prior to the one-year anniversary of the date of grant (pursuant to Section 4 hereof), Restricted Stock that would have vested on the one-year anniversary of the date of grant will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(iii)
Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
(i)
Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
11.    Miscellaneous.
11.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
11.2
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
11.3
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
11.4
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.


    
3

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
 
NORTHFIELD BANCORP, INC.
By:
 
Its:
 
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and the Plan Prospectus.
                    
 
PARTICIPANT
 
 
 
 



    
4
EXHIBIT 10.2


RESTRICTED STOCK AWARD

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant:    
2.        Date of Grant:
                        
3.
    Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ### ###
 
4.
    Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
   Number of Shares Vesting

Vesting Date
 
 
 
 
 
 
 
 
 
 


    

5.
Grant of Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
6.
Terms and Conditions.
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder.
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time that the Restricted Stock vests. The Committee shall cause the dividend to be distributed to the Participant within 30 days following the date on which the Restricted Stock vests, subject to any required tax withholding. Any stock dividends declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on which the dividend was declared.
7.
Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.
    
8.    Change in Control or Merger of Equals.

8.1
In the event of the Participant’s Involuntary Termination following a Change in Control or Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested.

8.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

8.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
 
9.
Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

    
2

10.    Effect of Termination of Service on Restricted Stock Award.
10.1    This Restricted Stock Award will vest as follows:
(i)
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s death occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(ii)
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s Disability occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(iii)
Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
(i)
Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.
11.    Miscellaneous.
11.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
11.2
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
11.3
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
11.4
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any

    
3

of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
11.5
All Awards under this Plan are subject to required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.
11.6
Participant is required to retain direct ownership of at least 50% of the Chief Executive Officer’s Covered Shares received upon the vesting of a Restricted Stock Award hereunder, until the earlier of (i) thirty-six (36) months following the date of vesting, or (ii) termination of employment with the Company and any Subsidiary (solely for these purposes, the Participant is deemed to have a termination of employment with the Company or a Subsidiary even if the Participant continues in employment with an acquiring entity following a Change in Control or Merger of Equals).

[Signature Page Follows]


    
4


IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
 
NORTHFIELD BANCORP, INC.
By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
                        
 
PARTICIPANT
 
 
 
 



    
5
EXHIBIT 10.3


RESTRICTED STOCK AWARD

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant:                
2.        Date of Grant:                 
                        
3.
    Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ###    ###
 
4.
    Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
   Number of Shares Vesting

Vesting Date
 
 
 
 
 
 
 
 
 
 


    

5.
Grant of Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
6.
Terms and Conditions.
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder.
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time that the Restricted Stock vests. The Committee shall cause the dividend to be distributed to the Participant within 30 days following the date on which the Restricted Stock vests, subject to any required tax withholding. Any stock dividends declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on which the dividend was declared.
7.
Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.
    
8.    Change in Control or Merger of Equals.

8.1
In the event of the Participant’s Involuntary Termination following a Change in Control or Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested.

8.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

8.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
 
9.
Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

    
2

10.    Effect of Termination of Service on Restricted Stock Award.
10.1    This Restricted Stock Award will vest as follows:
(i)
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s death occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(ii)
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s Disability occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(iii)
Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
(i)
Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.
11.    Miscellaneous.
11.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
11.2
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
11.3
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
11.4
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any

    
3

of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
11.5
All Awards under this Plan are subject to required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.

[Signature Page Follows]


    
4


IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
 
NORTHFIELD BANCORP, INC.

By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
                    
 
PARTICIPANT
 
 
 
 


    
5
EXHIBIT 10.4



RESTRICTED STOCK AWARD

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant:                
2.        Date of Grant:                 
                        
3.
    Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ###    ###
 
4.
    Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
   Number of Shares Vesting

Vesting Date
 
 
 
 
 
 
 
 
 
 


    

5.
Grant of Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
6.
Terms and Conditions.
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder.
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time that the Restricted Stock vests. The Committee shall cause the dividend to be distributed to the Participant within 30 days following the date on which the Restricted Stock vests, subject to any required tax withholding. Any stock dividends declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on which the dividend was declared.
7.
Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.
    
8.    Change in Control or Merger of Equals.

8.1
In the event of the Participant’s Involuntary Termination following a Change in Control or Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested.

8.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

8.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
 
9.
Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

    
2

10.    Effect of Termination of Service on Restricted Stock Award.
10.1    This Restricted Stock Award will vest as follows:
(i)
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s death occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(ii)
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Restricted Stock awarded under this Agreement will be forfeited. Notwithstanding the foregoing, in the event a Participant’s Disability occurs prior to the first vesting date (pursuant to Section 4 hereof), Restricted Stock that would have vested on the first vesting date will vest, and all other Restricted Stock awarded under this Agreement will be forfeited.
(iii)
Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this Agreement that has not vested will expire and be forfeited.
(i)
Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be forfeited.
11.    Miscellaneous.
11.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
11.2
A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
11.3
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
11.4
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any

    
3

of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
11.5
All Awards under this Plan are subject to required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.

[Signature Page Follows]


    
4


IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
 
NORTHFIELD BANCORP, INC.
By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
                    
 
PARTICIPANT
 
 
 
 


    
5
EXHIBIT 10.5


NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT
(PERFORMANCE BASED VESTING)
   
This restricted stock unit agreement (“Restricted Stock Unit” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Unit pursuant to the Plan. The holder of this Restricted Stock Unit (the “Participant”) hereby accepts this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.
Name of Participant:
2.
Date of Grant:
3.
Number of Restricted Stock Units Granted at Target: [### ###] shares. Each Restricted Stock Unit represents the right to receive one share of Stock (or the cash equivalent) on the date the Restricted Stock Unit vests.     
The total number of shares to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels, as provided in Exhibit A. In the aggregate, a Participant can earn between 0% and 225% of the Award based upon the attainment of the performance targets as provided in Exhibit A (the “Performance Targets”). The Committee shall determine the extent to which the Performance Targets have been achieved, and the level of achievement. The Committee will take into consideration extraordinary, unusual, and/or nonrecurring items of gain or loss including: (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations or laws; or (iv) expenses incurred in connection with a merger, branch acquisition or similar transaction, in determining the extent to which the Performance Targets have been achieved. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances (including a merger in which the Company or a Subsidiary is the surviving entity) render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. The parties to this Agreement acknowledge that such modification(s) to the performance measure(s) will not be deemed to adversely impair the rights of the Participant or beneficiary under this Agreement. The Committee has the authority to extrapolate between the threshold, target and maximum levels achieved. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion exercised at the time of settlement of the Restricted Stock Unit, may settle the Restricted Stock Unit in cash equal to the then fair market value of the Restricted Stock Units earned or may settle the Restricted Stock Unit in a combination of cash and Stock.



        

4.
Vesting Period/Date:
4.1
Vesting Period. Except as otherwise provided in this Agreement, Restricted Stock Units shall become vested (“Vested Units”) only to the extent that the Performance Targets set forth in Exhibit A attached to this Agreement are satisfied. Vested Units shall be settled as soon as practicable after vesting occurs and the Performance Targets are determined, all of which shall occur no later than March 15th of the year following the last day of the Performance Period. All Restricted Stock Units which are not vested shall be forfeited pursuant to the terms of this Agreement.

4.2
Vesting Upon Death or Disability. In the event of the Participant’s termination of employment due to death or Disability before the expiration of the Vesting Schedule, then the vesting of the Restricted Stock Units under the Vesting Schedule shall vest on a pro rata basis by multiplying (i) the number of Restricted Stock Units that would be obtained at Target, or the actual achievement level (if greater), effective as of the date of death or the termination of employment due to Disability, by (ii) a fraction, the numerator of which is the number of whole months in the performance period that the Participant actually served and the denominator is the total number of months in the specified performance period. All other Restricted Stock Units which are not vested shall be forfeited pursuant to the terms of this Agreement.     

4.3
Vesting Upon a Change in Control or Merger of Equals. In the event of the Participant’s Involuntary Termination of Employment following a Change in Control or Involuntary Termination of Employment within thirty-six (36) months following a Merger of Equals, all Restricted Stock Units shall immediately become fully earned and vested at the greater of (i) Target, or (ii) the actual Performance Target (if determinable).
5.
Forfeiture of Units.
5.1
Forfeiture. Upon the Participant’s termination of employment for any reason (other than an account of the Participant’s death, Disability or following a Change in Control or Merger of Equals) before the end of the term of the Vesting Schedule, then all Restricted Stock Units which have not been earned pursuant to the terms of the Plan (“Forfeitable Units”) shall be forfeited to the Company without payment of any consideration by the Company. There shall be no further accruals under the Vesting Schedule (and no further Forfeitable Units shall become Vested Units) from and after the date of any such termination.
5.2
Forfeiture of Forfeitable Shares. The Participant’s rights in all Forfeitable Units shall terminate automatically on the date of the Participant’s termination of employment for reasons other than on account of the Participant’s death, Disability or an Involuntary Termination following a Change in Control or Involuntary Termination within 36 months of a Merger of Equals, and the Company may thereupon cancel the certificate or certificates representing such Forfeitable Units on its books.
5.3
Clawback. As a condition to receiving this Restricted Stock Unit, the Participant agrees that all or any portion of the Restricted Stock Unit is subject to recovery or “clawback” by the Company in accordance with the clawback policy adopted by the Company on November 28, 2018, as may be amended or restated from time to time. Recovery of the amount that would not otherwise have been made under the restated results may include one or more of the following:

2

•
Reimbursement of the gross amount of any amount paid to the Participant (whether in cash or stock) that was subsequently reduced due to the restatement;

•
Cancellation of outstanding Awards (including Awards other than this Restricted Stock Unit) granted to the Participant; and/or

•
Reimbursement of any gains realized by the Participant from the settlement of the Restricted Stock Unit.
6.
No Implied Rights.
Neither the Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any subsidiary or other affiliate whatsoever, including any specific funds, assets, or other property which the Company or any subsidiary or other affiliate, in its sole discretion, may set aside in anticipation of a liability under the Plan.  A Participant shall have only a contractual right to the shares of Stock or cash, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any subsidiary or other affiliate, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any subsidiary or other affiliate shall be sufficient to pay any benefits to any person. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.
7.
No Rights as a Stockholder.
Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and Vested Units are settled in Stock.
8.
Dividends.
No dividend or distribution, including Dividend Equivalent Rights, shall be paid with respect to the Restricted Stock Units that are subject to this Award.
9.
Voting Rights.
The Participant shall not have voting rights with respect to the Restricted Stock Units subject to this Award.
10.
Acceptance and Acknowledgment.
The Participant hereby accepts this Restricted Stock Unit, subject to all the terms and provisions herein and to the provisions of the Plan (as it may be amended from time to time). The Participant hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan or this Agreement. As a condition to the settlement of this Restricted Stock Unit under this Award, the Participant authorizes the Company to deduct from the settlement any taxes required to be withheld by the Company under federal, state, or local law as a result of the receipt of this Award. This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or Northfield Bank to discharge the Participant or restrict the right of the Participant to terminate his or her employment.


3

11.
Code Section 409A.
The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Award Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Award Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Award Agreement.
12.
Miscellaneous.
12.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
12.2
A Restricted Stock Unit Award is not transferable prior to the time the Restricted Stock Unit vests in the Participant.
12.3
This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the State of New Jersey.
12.4
This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock or cash hereunder if the issuance of the shares or cash would constitute a violation of any law, regulation or order or any provision thereof.
12.5
If this Restricted Stock Unit is settled entirely or partially in shares of Stock, the Participant may request that the Company withhold a sufficient number of shares (based on the Fair Market Value on the settlement date) to satisfy the required federal, state and local tax withholding, if doing so would not violate any laws, regulations, or orders of any governmental authority.
12.6
This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Participant and one (1) to be retained by the Company.
12.7
Participant is required to retain direct ownership of at least 50% of the Participant’s Covered Shares, until the earlier of (i) thirty-six (36) months following the date of vesting, or (ii) termination of employment with the Company and any Subsidiary (solely for these purposes, the Participant is deemed to have a termination of employment with the Company or a Subsidiary even if the Participant continues in employment with an acquiring entity following a Change in Control or Merger of Equals).

4

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of the Restricted Stock Units set forth above.
 
NORTHFIELD BANCORP, INC.

By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Unit Agreement and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
                            
 
PARTICIPANT
 
 
 
 



5

EXHIBIT A

PERFORMANCE MEASURES AND VESTING SCHEDULE

Performance Measures

Performance Goal(s)
Performance Measure/
Award Percentage
Threshold
Target
Maximum
Weighting
 
 
 
 
 
 
Performance Award Payouts
Performance Award (shares of Company common stock)
Threshold
Target
Maximum
 
 
 
 
 
 

Vesting Schedule
If the Performance Threshold is met or exceeded, the number of shares in the Award shall be determined and settled no later than March 15th of the year immediately following the end of the Performance Period, according to the following table:
Vested Percentage over Performance Period
Vesting Year
 
 
 
 
 
 
    

* * * * *

        
EXHIBIT 10.6


NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT
(PERFORMANCE BASED VESTING)
   
This restricted stock unit agreement (“Restricted Stock Unit” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a Restricted Stock Unit pursuant to the Plan. The holder of this Restricted Stock Unit (the “Participant”) hereby accepts this Agreement, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (the “Committee”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.
Name of Participant:
2.
Date of Grant:
3.
Number of Restricted Stock Units Granted at Target: [### ###] shares. Each Restricted Stock Unit represents the right to receive one share of Stock (or the cash equivalent) on the date the Restricted Stock Unit vests.     
The total number of shares to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels, as provided in Exhibit A. In the aggregate, a Participant can earn between 0% and 225% of the Award based upon the attainment of the performance targets as provided in Exhibit A (the “Performance Targets”). The Committee shall determine the extent to which the Performance Targets have been achieved, and the level of achievement. The Committee will take into consideration extraordinary, unusual, and/or nonrecurring items of gain or loss including: (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations or laws; or (iv) expenses incurred in connection with a merger, branch acquisition or similar transaction, in determining the extent to which the Performance Targets have been achieved. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances (including a merger in which the Company or a Subsidiary is the surviving entity) render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. The parties to this Agreement acknowledge that such modification(s) to the performance measure(s) will not be deemed to adversely impair the rights of the Participant or beneficiary under this Agreement. The Committee has the authority to extrapolate between the threshold, target and maximum levels achieved. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion exercised at the time of settlement of the Restricted Stock Unit, may settle the Restricted Stock Unit in cash equal to the then fair market value of the Restricted Stock Units earned or may settle the Restricted Stock Unit in a combination of cash and Stock.


        

4.
Vesting Period/Date:
4.1
Vesting Period. Except as otherwise provided in this Agreement, Restricted Stock Units shall become vested (“Vested Units”) only to the extent that the Performance Targets set forth in Exhibit A attached to this Agreement are satisfied. Vested Units shall be settled as soon as practicable after vesting occurs and the Performance Targets are determined, all of which shall occur no later than March 15th of the year following the last day of the Performance Period. All Restricted Stock Units which are not vested shall be forfeited pursuant to the terms of this Agreement.

4.2
Vesting Upon Death or Disability. In the event of the Participant’s termination of employment due to death or Disability before the expiration of the Vesting Schedule, then the vesting of the Restricted Stock Units under the Vesting Schedule shall vest on a pro rata basis by multiplying (i) the number of Restricted Stock Units that would be obtained at Target, or the actual achievement level (if greater), effective as of the date of death or the termination of employment due to Disability, by (ii) a fraction, the numerator of which is the number of whole months in the performance period that the Participant actually served and the denominator is the total number of months in the specified performance period. All other Restricted Stock Units which are not vested shall be forfeited pursuant to the terms of this Agreement.     

4.3
Vesting Upon a Change in Control or Merger of Equals. In the event of the Participant’s Involuntary Termination of Employment following a Change in Control or Involuntary Termination of Employment within thirty-six (36) months following a Merger of Equals, all Restricted Stock Units shall immediately become fully earned and vested at the greater of (i) Target, or (ii) the actual Performance Target (if determinable).
5.
Forfeiture of Units.
5.1
Forfeiture. Upon the Participant’s termination of employment for any reason (other than an account of the Participant’s death, Disability or following a Change in Control or Merger of Equals) before the end of the term of the Vesting Schedule, then all Restricted Stock Units which have not been earned pursuant to the terms of the Plan (“Forfeitable Units”) shall be forfeited to the Company without payment of any consideration by the Company. There shall be no further accruals under the Vesting Schedule (and no further Forfeitable Units shall become Vested Units) from and after the date of any such termination.
5.2
Forfeiture of Forfeitable Shares. The Participant’s rights in all Forfeitable Units shall terminate automatically on the date of the Participant’s termination of employment for reasons other than on account of the Participant’s death, Disability or an Involuntary Termination following a Change in Control or Involuntary Termination within 36 months of a Merger of Equals, and the Company may thereupon cancel the certificate or certificates representing such Forfeitable Units on its books.
5.3
Clawback. As a condition to receiving this Restricted Stock Unit, the Participant agrees that all or any portion of the Restricted Stock Unit is subject to recovery or “clawback” by the Company in accordance with the clawback policy adopted by the Company on November 28, 2018, as may be amended or restated from time to time. Recovery of the amount that

2

would not otherwise have been made under the restated results may include one or more of the following:
•
Reimbursement of the gross amount of any amount paid to the Participant (whether in cash or stock) that was subsequently reduced due to the restatement;

•
Cancellation of outstanding Awards (including Awards other than this Restricted Stock Unit) granted to the Participant; and/or

•
Reimbursement of any gains realized by the Participant from the settlement of the Restricted Stock Unit.
6.
No Implied Rights.
Neither the Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any subsidiary or other affiliate whatsoever, including any specific funds, assets, or other property which the Company or any subsidiary or other affiliate, in its sole discretion, may set aside in anticipation of a liability under the Plan.  A Participant shall have only a contractual right to the shares of Stock or cash, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any subsidiary or other affiliate, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any subsidiary or other affiliate shall be sufficient to pay any benefits to any person. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.
7.
No Rights as a Stockholder.
Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and Vested Units are settled in Stock.
8.
Dividends.
No dividend or distribution, including Dividend Equivalent Rights, shall be paid with respect to the Restricted Stock Units that are subject to this Award.
9.
Voting Rights.
The Participant shall not have voting rights with respect to the Restricted Stock Units subject to this Award.
10.
Acceptance and Acknowledgment.
The Participant hereby accepts this Restricted Stock Unit, subject to all the terms and provisions herein and to the provisions of the Plan (as it may be amended from time to time). The Participant hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan or this Agreement. As a condition to the settlement of this Restricted Stock Unit under this Award, the Participant authorizes the Company to deduct from the settlement any taxes required to be withheld by the Company under federal, state, or local law as a result of the receipt of this Award. This Agreement shall not be deemed to constitute

3

a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or Northfield Bank to discharge the Participant or restrict the right of the Participant to terminate his or her employment.
11.
Code Section 409A.
The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Award Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Award Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Award Agreement.
12.
Miscellaneous.
12.1
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
12.2
A Restricted Stock Unit Award is not transferable prior to the time the Restricted Stock Unit vests in the Participant.
12.3
This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the State of New Jersey.
12.4
This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock or cash hereunder if the issuance of the shares or cash would constitute a violation of any law, regulation or order or any provision thereof.
12.5
If this Restricted Stock Unit is settled entirely or partially in shares of Stock, the Participant may request that the Company withhold a sufficient number of shares (based on the Fair Market Value on the settlement date) to satisfy the required federal, state and local tax withholding, if doing so would not violate any laws, regulations, or orders of any governmental authority.
12.6
This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the Participant and one (1) to be retained by the Company.

4

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of the Restricted Stock Units set forth above.
 
NORTHFIELD BANCORP, INC.
By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Unit Agreement and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
                            
 
PARTICIPANT
 
 
 
 




5

EXHIBIT A

PERFORMANCE MEASURES AND VESTING SCHEDULE

Performance Measures

Performance Goal(s)
Performance Measure/
Award Percentage
Threshold
Target
Maximum
Weighting
 
 
 
 
 
 
Performance Award Payouts
Performance Award (shares of Company common stock)
Threshold
Target
Maximum
 
 
 
 
 
 

Vesting Schedule
If the Performance Threshold is met or exceeded, the number of shares in the Award shall be determined and settled no later than March 15th of the year immediately following the end of the Performance Period, according to the following table:
Vested Percentage over Performance Period
Vesting Year
 
 
 
 
 
 
    

* * * * *

        
EXHIBIT 10.7





TIME BASED VESTING

STOCK OPTION

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant:
2.        Date of Grant:
3.    Exercise price per share: $

4.
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:
   
•
This is a Non-Qualified Option.
5.
Expiration Date of Option: _________________, subject to earlier expiration due to Termination of Service. This Option may not be exercised at any time on or after the Option’s expiration date.
6.
Vesting Date. Unless sooner vested in accordance with the terms of this Award Agreement, the Options granted hereunder shall vest (i.e., become exercisable) on the one-year anniversary of the date of grant.
Vesting will automatically accelerate pursuant to Section 2.6, 2.9 and 4.1 of the Plan (in the event of Termination of Service due to death or Disability or Involuntary Termination

    


following a Change in Control) or Involuntary Termination within 36 months of a Merger of Equals.
7.
Exercise Procedure. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee.
8.    Delivery of Shares.

8.1
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9.    Change in Control.

9.1
In the event of the Participant’s Involuntary Termination following a Change in Control or within 36 months of a Merger of Equals, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable for a period of one year following the Involuntary Termination, subject to earlier expiration under the expiration provisions otherwise applicable to the Option.

9.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

9.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
10.
Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
11.    Termination of Option and Accelerated Vesting.
This Option will terminate upon the expiration date, except as set forth in the following provisions:
11.1
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any Options that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other Options awarded under this Agreement will be forfeited. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the Option, if less.

2




11.2
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any Options that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Options awarded under this Agreement will be forfeited. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
11.3
Retirement. If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.

11.4
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options that have not been exercised will expire and be forfeited.

11.5
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.

12.    Miscellaneous.

12.1
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

12.2
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3
In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.

12.4
This Option will be governed by and construed in accordance with the laws of the State of New Jersey.


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12.5    The granting of this Option does not confer upon the Participant any right to be         retained in the service of the Company or any subsidiary.


12.6
This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.
 
NORTHFIELD BANCORP, INC.

By:
 
Its:
 
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and Plan Prospectus.
 
PARTICIPANT
 
 
 
 


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EXHIBIT A

NOTICE OF EXERCISE OF OPTION
(BY OUTSIDE DIRECTOR)

I hereby exercise the stock option (the “Option”) granted to me by Northfield Bancorp, Inc. (the “Company”

I wish to pay the purchase price by (check one or more):
[Any payment to be delivered must accompany this Notice of Exercise of Option]

___
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
___
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
___
A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price.
___
A check (personal, certified or cashier’s) in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.*
___
Please sell ______ shares from my Option shares through a broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.
I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___    investment ___    resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.
Date: ____________, _____.        _________________________________________
Participant’s signature

*    If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having been exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

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EXHIBIT 10.8




TIME BASED VESTING

STOCK OPTION

Granted by

NORTHFIELD BANCORP, INC.

under the

NORTHFIELD BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
1.    Name of Participant: ______________________________
2.        Date of Grant: ___________________________________
3.        Exercise Price per Share:    $    
4.        Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:     
(subject to adjustment pursuant to Section 10 hereof). The Option will be an Incentive Stock Option to the maximum extent permitted under the tax laws, which means that up to $100,000 of Options that vest in any one calendar year will be Incentive Stock Options (based on the exercise price of the Option).
Example: A participant is granted 140,000 Options that vest in equal installments of 28,000 Options per year over a 5 year period. The exercise price is $10.89, which is equal to the fair market value of the stock on the date of grant. Since $10.89 multiplied by 28,000 (the number of Options that vest each year) is $304,920.00, some of the Options that vest each year will not be Incentive Stock Options. Based on a $10.89 exercise price, the maximum number of Incentive Stock Options that can vest for any one year is 9,182 ($100,000 ÷ $10.89 = 9,182 (fractional shares are not included)). The remainder will be Non-Statutory Stock Options.
Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you in this Agreement that vest in a calendar year will be aggregated with any earlier Option Award that you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a prior Option Award, all Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Statutory Stock Options.

    


5.
    Expiration Date of Option: _________________, subject to earlier expiration due to Termination of Service. This Option may not be exercised at any time on or after the Option’s expiration date.
6.
Vesting Schedule. Unless sooner vested in accordance with the terms of this Award Agreement, the Options granted hereunder shall vest (i.e., become exercisable) in accordance with the following:

Percentage of
Option Vested

Number of Shares Available for Exercise


Vesting Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vesting will automatically accelerate pursuant to Section 2.6, 2.9 and 4.1 of the Plan (in the event of Termination of Service due to death or Disability or Involuntary Termination following a Change in Control or Involuntary Termination within 36 months of a Merger of Equals).
7.    Exercise Procedure. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee.
8.    Delivery of Shares.

8.1
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9.    Change in Control.

9.1
In the event of the Participant’s Involuntary Termination following a Change in Control or Involuntary Termination within 36 months of a Merger of Equals, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable for a period of one year following Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.

9.2
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

9.3
A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.

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10.    Adjustment Provisions.
This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
11.    Termination of Option and Accelerated Vesting.
This Option will terminate upon the expiration date, except as set forth in the following provisions:
11.1
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any Options that would otherwise have vested under this Award during the calendar year in which the Participant’s death occurs will vest, if not already vested, and all other Options awarded under this Agreement will be forfeited. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the Option, if less.
11.2
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any Options that would otherwise have vested under this Award during the calendar year in which the Participant’s Disability occurs will vest, if not already vested, and all other Options awarded under this Agreement will be forfeited. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
11.3
Retirement. If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited.

11.4
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options that have not been exercised will expire and be forfeited.

11.5
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited.

11.6
Incentive Option Treatment. The Incentive Stock Options granted hereunder are subject to the requirements of Section 421 of the Internal Revenue Code. No Option will be eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three months following Termination of Service (except in the case of Termination of Service due to Disability). In order to obtain Incentive Stock Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of the Participant’s Termination of Service.


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12.    Miscellaneous.

12.1
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

12.2
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the day of such transfer.

12.4
This Option will be governed by and construed in accordance with the laws of the State of New Jersey.

12.5
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

12.6
An Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and one (1) year from the date of exercise, whichever is later. A Non-Qualified Stock Option will be subject to income tax withholding at the time of exercise. Upon the exercise of a Non-Statutory Stock Option, the Participant shall be required to satisfy the minimum required federal, state and local tax withholding in the manner or manners permitted by the Company.

12.7
This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.

12.8
The Chief Executive Officer of the Company is required to retain direct ownership of at least 50% of the Chief Executive Officer’s Covered Shares received upon exercise of a Stock Option, until the earlier of (i) thirty-six (36) months following the date of vesting, or (ii) termination of employment with the Company and any Subsidiary (solely for these purposes, the Chief Executive Officer is deemed to have a termination of employment with the Company or a Subsidiary even if the Chief Executive Officer continues in employment with an acquiring entity following a Change in Control or Merger of Equals). [CEO Agreement Only]


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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.
 
NORTHFIELD BANCORP, INC.

By:
 
Its:
 

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.
 
PARTICIPANT
 
 
 
 


5




EXHIBIT A

NOTICE OF EXERCISE OF OPTION
(BY EMPLOYEE)

I hereby exercise the stock option (the “Option”) granted to me by Northfield Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Northfield Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $_______ per share.

I wish to pay the purchase price by (check one or more, as applicable):
[Any payment to be delivered must accompany this Notice of Exercise of Option]

___
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
___
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
___
A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price. [ ] Withhold a sufficient number of shares to pay minimum required taxes [ ] Calculate minimum required withholding and I will submit payment.
___
A check (personal, certified or cashier’s) in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.*
___
Please sell ______ shares from my Option shares through my broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with this election.
I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___    investment
___    resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.
Date: ____________, _____.        _________________________________________
Participant’s signature

*    If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having been exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

6