INCENTIVE STOCK OPTION AWARD AGREEMENT NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLAN
Exhibit 10.18
This Agreement is provided to
(“Participant” or “You”) by Northfield Bancorp, Inc.
(the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by the
Board of Directors of the Company awarded the Participant Incentive Stock Options (“Option”)
pursuant to the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to
the terms and conditions of the 2008 Plan. Capitalized terms used in this Agreement and not
otherwise defined, have the meanings assigned to such terms in the 2008 Plan. The holder of this
Option hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and
should refer to the 2008 Plan for all terms and provisions of this Option.
| 1. | Grant Date. January 30, 2009. | |
| 2. | Number of Shares of Stock Subject to Option. ### ### shares of Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 3 of the 2008 Plan. | |
| 3. | Exercise Price per Share: $9.94 | |
| 4 | Expiration Date: January 30, 2019 | |
| 5 | Stock Appreciation Rights (“SARs”). Unless otherwise indicated below by the Company, SARs are hereby granted with respect to all Options granted pursuant to Section 2 above. If granted, SARs will operate in tandem with the Options such that the exercise of one will cause the cancellation of the other. If the Participant exercises SARs, the Participant will not be required to pay an exercise price and will be entitled to receive Shares of the Company equal in value to the difference between the Fair Market Value (“FMV”) of the Shares on the date of exercise and the exercise price of the related Options (which will be canceled). |
| Example: | Participant receives 1,000 Options and related SARs. The Options have an exercise price of $12. When the Company stock is trading at $18 per share, the Participant exercises 300 SARs. Because the Participant has exercised SARs, the Participant does not have to pay the exercise price. The Participant receives 100 shares of the Company stock as follows: |
| $18 | Shares |
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| - $12 | Exercise Price |
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| $6 | SAR Value |
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| x 300 | SARs Exercised |
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| $1,800 / $18 | Total Value ¸ FMV of Shares = 100 shares |
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NOTE: By marking the box below with an “X” where indicated and crossing out item 5 above,
the Company hereby indicates that, notwithstanding the foregoing, SARs have not been granted in
conjunction with grants of Options under this Agreement.
| o | No SARs have been awarded to the Participant under this Agreement. |
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| 6. | Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan, the Option, and if applicable, SARs, shall vest (become exercisable) in accordance with the following schedule: |
| Number of Shares/SARs | ||||
| Percentage Vested | Available for Exercise | Vesting Date | ||
20%
|
###___### | January 30, 2010 | ||
| 20% | ###___### | January 30, 2011 | ||
| 20% | ###___### | January 30, 2012 | ||
| 20% | ###___### | January 30, 2013 | ||
| 20% | ###___### | January 30, 2014 |
| 7. | Effect of Termination of Service on Option. If your employment with the Company or any Subsidiary terminates for any reason other than as set forth in the 2008 Plan, your Option will be exercisable only as to those shares that were immediately exercisable at the date of termination and may be exercised only for a period of three months following termination. | |
| 8. | Exercise of Option. You may exercise your Option by providing: |
| (a) | a written Notice of Exercise of Incentive Stock Option (see Exhibit A to this Agreement) delivered to the Company; and | ||
| (b) | payment to the Company in full for the Shares subject to the exercise in accordance with the terms of the 2008 Plan. |
| 9. | Exercise of SAR. If applicable, You may exercise your SAR by providing a written Notice of Exercise of Stock Appreciation Right (see Exhibit B to this Agreement) delivered to the Company. | |
| 10. | Payment of Taxes. There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option, provided the holding periods set forth in the 2008 Plan are satisfied, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax (“AMT”) purposes and may subject You to AMT in the year of exercise. If You dispose of the Shares received upon exercise before satisfying the required holding period (e.g., in a “disqualifying disposition”), You will be subject to income taxes, and possibly, capital gains on the sale. You should check with your tax advisor regarding the applicable tax treatment. | |
| 11. | Plan Controls. This Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Agreement, the provisions of the 2008 Plan will control. | |
| 12. | Notice. Notices and communications under this Agreement must be in writing and delivered in the manner set forth in Section 7.16 of the Plan. Notices to the Company must be addressed to: |
Northfield Bancorp, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Director of Human Resources
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Director of Human Resources
| With a copy to: | Northfield Bank 000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attn: Director of Human Resources |
or any other address designated by the Company in a written notice to you. Notices to You
will be directed to your address as then currently on file with the Company, or at any other
address that You provide in a written notice to the Company.
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IN WITNESS WHEREOF, Northfield Bancorp, Inc., acting by and through the Board of Directors,
has caused this Agreement to be executed as of the Grant Date set forth above.
| NORTHFIELD BANCORP, INC. |
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| By: | ||||
| On behalf of the Board of Directors | ||||
Accepted by Participant:
Date:
Schedule
The above form of Incentive Stock Option Award Agreement was signed by designated employees
including the Named Executive Officers of Northfield Bancorp, Inc., as follows:
| Number of | ||||||||||||||||||||||||
| Shares of | ||||||||||||||||||||||||
| Stock | ||||||||||||||||||||||||
| Subject to | Number of Shares/SARS Available for Exercise on January 30, | |||||||||||||||||||||||
| Participant | Option | 2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||||
Xxxx X. Xxxxxxxxx |
50,300 | 10,060 | 10,060 | 10,060 | 10,060 | 10,060 | ||||||||||||||||||
Xxxxxx X. Xxxxx |
50,300 | 10,060 | 10,060 | 10,060 | 10,060 | 10,060 | ||||||||||||||||||
Xxxxxxx X. Xxxxxxx |
50,300 | 10,060 | 10,060 | 10,060 | 10,060 | 10,060 | ||||||||||||||||||
Xxxxxxx X. Xxxxxx |
50,300 | 10,060 | 10,060 | 10,060 | 10,060 | 10,060 | ||||||||||||||||||
Xxxxxxxx X. Xxxxx |
26,500 | 5,300 | 5,300 | 5,300 | 5,300 | 5,300 | ||||||||||||||||||
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EXHIBIT A
NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
I,
(print name), 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 Incentive Stock Option Award Agreement (the
“Agreement”) and the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “Plan”) referred to
therein, and notify the Company of my desire to purchase shares of common stock
of the Company (“Shares”) for a purchase price of $ per share.
Enclosed please find (check one or more, as applicable):
| Cash, 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.* | |||
| My check in the sum of $ and stock of the Company with a fair market value of $ , in full/partial payment of the purchase price.* | |||
| Please sell shares from my Option shares through a broker in full/partial payment of the purchase price. |
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:
,
.
|
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| 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 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.
EXHIBIT B
NOTICE OF EXERCISE OF STOCK APPRECIATION RIGHT
I,
(print name), hereby exercise stock
appreciation rights (“SARs”) with respect to Options granted to me by Northfield Bancorp, Inc. (the
“Company”) or its affiliate, subject to all the terms and provisions set forth in the related
Incentive Stock Option Award Agreement (the “Agreement”) and the Northfield Bancorp, Inc. 2008
Equity Incentive Plan (the “Plan”).
I understand that the exercise of the above number of SARs will cause the cancellation of the
same number of Options granted under the Agreement. I also understand that by exercising the above
SARs, I will not be required to pay the exercise price of the related Options and will be entitled
to receive Shares of the Company equal in value to the positive difference between the Fair Market
Value of the Shares on the date of exercise and the exercise price of the related Options, provided
however, that no fractional Shares will be issued to me.
I hereby represent that it is my intention to acquire these shares for the following purpose:
| investment | |||
| resale or distribution |
I understand that I am subject to income tax on my SAR exercise and that the Company is
required to withhold applicable income taxes. I understand that unless I write a check to the
Company to cover the applicable withholding taxes, the Company may retain a number of shares from
those to be distributed to me to cover the minimum taxes that the Company is required to withhold.
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 SAR 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 SAR.
Date:
|
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| Participant’s signature |
EXHIBIT C
ACKNOWLEDGMENT OF RECEIPT OF SHARES
ACKNOWLEDGMENT OF RECEIPT OF SHARES
I hereby acknowledge the delivery to me by Northfield Bancorp, Inc. (the “Company”) or its
affiliate on , of stock certificates for
shares
of common stock of the Company purchased by me pursuant to the terms and conditions of the
Incentive Stock Option Award Agreement and the Northfield Bancorp, Inc. 2008 Equity Incentive Plan,
as applicable, which shares were transferred to me on the Company’s stock record books on
.
Date:
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| Participant’s signature |
