18,616,936 Shares (subject to increase up to 21,409,476 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) Northfield Bancorp, Inc. (a proposed federally chartered mid-tier stock holding company) Common...Agency Agreement • July 31st, 2007 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
Northfield Bancorp, Inc., a New York State chartered mid-tier stock holding company that proposes to convert to a federally chartered mid-tier stock holding company (the “Company”), Northfield Bank, MHC, a New York State chartered mutual holding company that proposes to convert to a federally chartered mutual holding company (the “MHC”), and Northfield Bank, a New York State chartered stock savings bank that proposes to convert to a federally chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 18,616,936 shares (subject to increase up to 21,409,476 shares in the event of an increase in the pro forma market value of the Company’s common stock) of the Company’s common stock, par value $.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “
Northfield Bancorp, Inc. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 8, 2012Agency Agreement • November 15th, 2012 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
NORTHFIELD BANK EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2012 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
This employment agreement (this “Agreement”) is made effective as of the 1st day of January, 2013 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and John W. Alexander (“Executive”).
NORTHFIELD BANK EMPLOYMENT AGREEMENTNorthfield Bank Employment Agreement • July 1st, 2008 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
This employment agreement (this “Agreement”) is made effective as of the 1st day of July, 2008 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Steven M. Klein (“Executive”).
NORTHFIELD SAVINGS BANK EMPLOYMENT AGREEMENTNorthfield Savings Bank • June 11th, 2007 • Northfield Bancorp, Inc. • New York
This Agreement (this “Agreement”) is made effective as of the 1st day of July, 2006 (the “Effective Date”), by and between Northfield Savings Bank (the “Bank”), a New York-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Steven M. Klein (“Executive”).
NORTHFIELD BANK EMPLOYMENT AGREEMENT This employment agreement (this "Agreement") is made effective as of the 3rd day of January, 2008 (the "Effective Date"), by and between Northfield Bank (the "Bank"), a federally- chartered savings bank with its...Northfield Bank • January 9th, 2008 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
NORTHFIELD BANK EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2010 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
This employment agreement (this “Agreement”) is made effective as of the 1st day of July, 2010 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Kenneth J. Doherty (“Executive”).
INCENTIVE STOCK OPTION AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLANIncentive Stock Option Award Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Agreement is provided to (“Participant” or “You”) by Northfield Bancorp, Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the Board of Directors of the Company awarded the Participant Incentive Stock Options (“Option”) pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this Option hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and should refer to the 2008 Plan for all terms and provisions of this Option.
NON-STATUTORY STOCK OPTION AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLANNon-Statutory Stock Option Award Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Agreement is provided to (“Participant” or “You”) by Northfield Bancorp, Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the Board of Directors of the Company awarded the Participant Non-Statutory Stock Options (“Option”) pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this Option hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and should refer to the 2008 Plan for all terms and provisions of this Option.
NORTHFIELD BANK EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
This employment agreement (this “Agreement”) is made effective as of the 1st day of January, 2009 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and John W. Alexander (“Executive”).
NORTHFIELD BANK ADDENDUM TO EMPLOYMENT AGREEMENT DATED JULY 1, 2010Employment Agreement • January 4th, 2011 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Employment Agreement Addendum (this “Addendum”) is made effective as of the 1st day of January, 1, 2011 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Kenneth J. Doherty (“Executive”). This Addendum shall only effect the provisions of section 5 (c), of the July 1, 2010 Employment Agreement (the “Agreement”) between the Bank and Executive, all other terms and conditions of such Agreement shall remain in effect.
NON-STATUTORY STOCK OPTION AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLANNon-Statutory Stock Option Award Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Agreement is provided to (“Participant” or “You”) by Northfield Bancorp, Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the Board of Directors of the Company awarded the Participant Non-Statutory Stock Options (“Option”) pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this Option hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and should refer to the 2008 Plan for all terms and provisions of this Option.
RESTRICTED STOCK AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Agreement is provided to (“Participant” or “You”) by Northfield Bancorp, Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the Board of Directors of the Company awarded the Participant a Restricted Stock Award pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this Restricted Stock Award hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and should refer to the 2008 Plan for all terms and provisions of this Restricted Stock Award.
NORTHFIELD BANK ADDENDUM TO EMPLOYMENT AGREEMENT DATED JULY 1, 2010Employment Agreement • January 4th, 2011 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Employment Agreement Addendum (this “Addendum”) is made effective as of the 1st day of January, 1, 2011 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Steven M. Klein (“Executive”). This Addendum shall only effect the provisions of section 5 (c), of the July 1, 2010 Employment Agreement (the “Agreement”) between the Bank and Executive, all other terms and conditions of such Agreement shall remain in effect.
NORTHFIELD BANK EMPLOYMENT AGREEMENTNorthfield Bank • June 11th, 2007 • Northfield Bancorp, Inc. • New York
This Agreement (this “Agreement”) is made effective as of the 4th day of January, 2007 (the “Effective Date”), by and between Northfield Bank (the “Bank”), a New York-chartered savings bank with its principal offices at 1731 Victory Boulevard, Staten Island, New York 10314-3598, and Michael J. Widmer (“Executive”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST STATE BANK, CRANFORD, NEW JERSEY FEDERAL DEPOSIT INSURANCE CORPORATION and NORTHFIELD BANK DATED AS OF OCTOBER 14, 2011Purchase and Assumption Agreement • October 20th, 2011 • Northfield Bancorp, Inc. • Savings institution, federally chartered
THIS AGREEMENT, made and entered into as of the 14th day of October, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST STATE BANK, CRANFORD, NEW JERSEY (the “Receiver”), NORTHFIELD BANK, STATEN ISLAND, NEW YORK, organized under the laws of the United States of America, and having its principal place of business in Staten Island, New York (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • June 11th, 2007 • Northfield Bancorp, Inc. • New York
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is dated July 18, 2006, by and between NORTHFIELD SAVINGS BANK (the “Bank”), a New York chartered savings bank (the “Bank”), and ALBERT J. REGEN, the President of the Bank (the “Executive”).
AGREEMENT AND GENERAL RELEASEAgreement and General Release • March 15th, 2012 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New Jersey
Northfield Bancorp, MHC, Northfield Bancorp, Inc. and Northfield Bank (collectively, the “Company”), which maintains its principal offices at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, and Madeline G. Frank (the “Executive”), agree that:
RESTRICTED STOCK AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • March 16th, 2009 • Northfield Bancorp, Inc. • Savings institution, federally chartered
This Agreement is provided to (“Participant” or “You”) by Northfield Bancorp, Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the Board of Directors of the Company awarded the Participant a Restricted Stock Award pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this Restricted Stock Award hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and should refer to the 2008 Plan for all terms and provisions of this Restricted Stock Award.
