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EXHIBIT 10.2
FORM OF NEW YORK COMMUNITY BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
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FORM OF STOCK OPTION ASSUMPTION AGREEMENT
Dear Optionee:
As you know, on December 30, 2005 (the "Closing Date"), Long Island
Financial Corp. ("LIFC") merged with and into New York Community Bancorp, Inc.
("NYB"), a Delaware corporation (the "Merger"). In the Merger, each holder of
shares of LIFC common stock received 2.32 shares of NYB common stock for each
share of LIFC common stock (the "Exchange Ratio"). On the Closing Date you held
one or more outstanding options to purchase shares of LIFC common stock granted
to you under the LIFC 1998 Stock Option Plan (the "Plan") and documented with a
Stock Option Agreement(s) and/or Notice(s) of Grant of Stock Option and any
amendment(s) or waiver(s) thereto (collectively, the "Option Agreement") issued
to you under the Plan (the "LIFC Options"). In accordance with the Merger, on
the Closing Date, NYB assumed all obligations of LIFC under the LIFC Options.
This Agreement evidences the assumption of the LIFC Options, including the
necessary adjustments to the LIFC Options required by the Merger.
A schedule of your LIFC Options immediately before and after the Merger
is attached to this letter. The post-merger adjustments are based on the
Exchange Ratio and are intended to: (i) to preserve, on a per share basis, the
ratio of exercise price to fair market value that existed immediately prior to
the Merger; and (ii) to the extent applicable by law, to retain incentive stock
option ("ISO") status under the Federal tax laws.
Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means NYB, (ii) to "Stock,"
"Common Stock" or "Shares" means shares of NYB common stock, (iii) to the "Board
of Directors" or the "Board" means the Board of Directors of NYB and (iv) to the
"Committee" means the Compensation Committee of the NYB Board of Directors. All
references in the Option Agreement and the Plan relating to your status as an
employee of LIFC will now refer to your status as an employee of NYB or any
present or future NYB subsidiary. To the extent the Option Agreement allowed you
to deliver shares of LIFC common stock as payment for the exercise price, shares
of NYB common stock may be delivered in payment of the adjusted exercise price,
and the period for which such shares were held as LIFC common stock prior to the
Merger will be taken into account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your converted NYB Options remain the same as set forth in
your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Exchange Ratio, as applicable. All
other provisions which govern either the exercise or the termination of your
converted NYB Options remain the same as set forth in your Option Agreement, and
the provisions of the Option Agreement (except as expressly modified by this
Agreement and the Merger) will govern and control your rights under this
Agreement to purchase shares of NYB common stock. Upon your termination of
employment with NYB you will have the limited time period specified in your
Option Agreement to exercise your converted NYB Options. INCENTIVE STOCK OPTIONS
EXERCISED MORE THAN THREE MONTHS AFTER THE DATE YOU CEASE TO BE AN EMPLOYEE OF
NYB (ONE YEAR IN THE CASE OF DEATH OR DISABILITY) WILL BE TREATED AS
NON-STATUTORY STOCK OPTIONS FOR TAX PURPOSES.
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To exercise your converted NYB Options, you must deliver to the NYB
Human Resources Department (i) a written notice of exercise for the number of
shares of NYB common stock you want to purchase, (ii) the adjusted exercise
price, and (iii) all applicable taxes. The exercise notice and payment should be
delivered to the following address:
New York Community Bancorp, Inc.
Human Resources Department
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Nothing in this Agreement or your Option Agreement interferes in any
way with your rights and NYB's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from NYB will be governed by the terms of the NYB stock
option plan, and such terms may be different from the terms of your converted
NYB Options, including, but not limited to, the time period in which you have to
exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the
address listed above. If you have any questions regarding this Agreement or your
assumed LIFC Options, please contact Xxxxxxx Xxxxx at (000) 000-0000.
NEW YORK COMMUNITY BANCORP, INC.
By:
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A duly authorized officer of NYB
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her LIFC Options hereby assumed by NYB are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
Dated: ____________________, 20__ By:
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Optionee
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EXHIBIT A
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF LONG ISLAND FINANCIAL CORP. COMMON STOCK
(PRE-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
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OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF NEW YORK COMMUNITY BANCORP, INC. COMMON STOCK
(POST-MERGER)
Date of Option
Agreement Name of Plan Number of Options Exercise Price
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