Delaware
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001-35791
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80-0882592
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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581 Main Street,
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Woodbridge,
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New Jersey
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07095
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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NFBK
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The NASDAQ Stock Market LLC
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Form of Director Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
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Form of CEO Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
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Form of Executive Vice President Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
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Form of Employee (Below Executive Vice President) Time-Based Restricted Stock Award Agreement under the 2019 Equity Incentive Plan
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Form of CEO Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan
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Form of Executive Vice President Restricted Stock Unit Agreement (Performance-Based Vesting) under the 2019 Equity Incentive Plan
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Form of Director Stock Option Agreement (Time-Based Vesting) under the 2019 Equity Incentive Plan
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Form of Incentive Employee Stock Option Agreement (Time-Based Vesting) under the 2019 Equity Incentive Plan
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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NORTHFIELD BANCORP, INC.
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DATE: February 21, 2020
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By:
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/s/ William R. Jacobs
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William R. Jacobs
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award shall vest on: ___________________________
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6.
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Terms and Conditions.
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7.
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Delivery of Shares.
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8.1
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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.
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8.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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8.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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(i)
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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
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(ii)
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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.
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(iii)
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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.
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(i)
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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.
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11.1
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2
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A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
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11.3
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This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.4
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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.
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ### ###
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
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Number of Shares Vesting
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Vesting Date
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5.
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Grant of Restricted Stock Award.
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6.
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Terms and Conditions.
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7.
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Delivery of Shares.
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8.1
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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.
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8.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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8.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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9.
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Adjustment Provisions.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(i)
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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.
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11.1
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2
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A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
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11.3
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This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.4
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This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any
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11.5
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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.
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11.6
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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).
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ### ###
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
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Number of Shares Vesting
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Vesting Date
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5.
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Grant of Restricted Stock Award.
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6.
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Terms and Conditions.
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7.
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Delivery of Shares.
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8.1
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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.
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8.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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8.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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9.
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Adjustment Provisions.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(i)
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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.
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11.1
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2
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A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
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11.3
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This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.4
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This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any
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11.5
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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.
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: ### ###
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the following:
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Number of Shares Vesting
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Vesting Date
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5.
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Grant of Restricted Stock Award.
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6.
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Terms and Conditions.
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7.
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Delivery of Shares.
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8.1
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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.
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8.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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8.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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9.
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Adjustment Provisions.
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(i)
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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.
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(ii)
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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.
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(iii)
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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.
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(i)
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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.
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11.1
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2
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A Restricted Stock Award is not transferable prior to the time such Award vests in the Participant.
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11.3
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This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.4
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This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any
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11.5
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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.
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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1.
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Name of Participant:
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2.
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Date of Grant:
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3.
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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.
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4.
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Vesting Period/Date:
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4.1
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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.
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4.2
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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.
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4.3
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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).
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5.
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Forfeiture of Units.
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5.1
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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.
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5.2
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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.
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5.3
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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:
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•
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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;
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•
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Cancellation of outstanding Awards (including Awards other than this Restricted Stock Unit) granted to the Participant; and/or
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•
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Reimbursement of any gains realized by the Participant from the settlement of the Restricted Stock Unit.
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6.
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No Implied Rights.
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7.
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No Rights as a Stockholder.
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8.
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Dividends.
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9.
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Voting Rights.
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10.
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Acceptance and Acknowledgment.
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11.
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Code Section 409A.
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12.
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Miscellaneous.
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12.1
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.2
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A Restricted Stock Unit Award is not transferable prior to the time the Restricted Stock Unit vests in the Participant.
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12.3
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This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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12.4
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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.
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12.5
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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.
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12.6
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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.
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12.7
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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).
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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Performance Goal(s)
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||||
Performance Measure/
Award Percentage
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Threshold
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Target
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Maximum
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Weighting
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||||
Performance Award Payouts
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||||
Performance Award (shares of Company common stock)
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Threshold
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Target
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Maximum
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Vested Percentage over Performance Period
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Vesting Year
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1.
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Name of Participant:
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2.
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Date of Grant:
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3.
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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.
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4.
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Vesting Period/Date:
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4.1
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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.
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4.2
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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.
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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).
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5.
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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.
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5.2
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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.
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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
|
•
|
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.
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6.
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No Implied Rights.
|
7.
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No Rights as a Stockholder.
|
8.
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Dividends.
|
9.
|
Voting Rights.
|
10.
|
Acceptance and Acknowledgment.
|
11.
|
Code Section 409A.
|
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.
|
|
NORTHFIELD BANCORP, INC.
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By:
|
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Its:
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|
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PARTICIPANT
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|
|
|
|
Performance Goal(s)
|
||||
Performance Measure/
Award Percentage
|
Threshold
|
Target
|
Maximum
|
Weighting
|
|
|
|
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Performance Award Payouts
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Performance Award (shares of Company common stock)
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Threshold
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Target
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Maximum
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Vested Percentage over Performance Period
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Vesting Year
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4.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:
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•
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This is a Non-Qualified Option.
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5.
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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.
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6.
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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.
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7.
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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.
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8.1
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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.
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9.1
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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.
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9.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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10.
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Adjustment Provisions.
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11.1
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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.
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11.2
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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.
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11.3
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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.
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11.4
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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.
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11.5
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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.
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12.1
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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.
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12.2
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3
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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.
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12.4
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This Option will be governed by and construed in accordance with the laws of the State of New Jersey.
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12.6
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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.
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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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___
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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___
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___
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A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price.
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___
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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.*
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___
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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.
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5.
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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.
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6.
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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:
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Percentage of
Option Vested
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Number of Shares Available for Exercise
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Vesting Date
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8.1
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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.
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9.1
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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.
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9.2
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A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9.3
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A “Merger of Equals” will be deemed to have occurred as provided in Section 4.3 of the Plan.
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11.1
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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.
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11.2
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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.
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11.3
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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.
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11.4
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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.
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11.5
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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.
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11.6
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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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12.1
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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.
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12.2
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This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3
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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.
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12.4
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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
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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.
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12.6
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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.
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12.7
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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.
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12.8
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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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NORTHFIELD BANCORP, INC.
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By:
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Its:
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PARTICIPANT
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___
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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___
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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___
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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.
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___
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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.*
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___
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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.
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