EXHIBIT 4.1
Form of Option Agreement under the Bridge Street Financial, Inc.
2003 Stock Option Plan
BRIDGE STREET FINANCIAL, INC.
2003 STOCK OPTION PLAN
STOCK OPTION CERTIFICATE
________________________________________________________________________________
Name of Optionee Social Security Number
________________________________________________________________________________
Street Address
________________________________________________________________________________
City State ZIP Code
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Bridge Street Financial, Inc.
2003 Stock Option Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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Option Type (ISO or NQSO)
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Vesting
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Earliest Exercise Date*
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Option Expiration Date*
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* Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
By signing where indicated below, Bridge Street Financial, Inc. (the "Company")
grants this Stock Option upon the specified terms and conditions, and the
Optionee acknowledges receipt of this Stock Option Agreement, including Exhibit
A, and agrees to observe and be bound by the terms and conditions set forth
herein and acknowledges receipt of a Prospectus dated July 29, 2003 for the
Bridge Street Financial, Inc. 2003 Stock Option Plan.
BRIDGE STREET FINANCIAL, INC. OPTIONEE
By
____________________________________________ _____________________________
Name:
Title: Personnel and Compensation Committee
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Instructions: This page should be completed by or on behalf of the Personnel and
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An option grant consists of a number of optioned shares with
uniform terms and conditions. Where options are granted on the same date with
varying terms and conditions (for example, varying exercise prices or earliest
exercise dates), the options should be recorded as a series of grants each with
its own uniform terms and conditions.
EXHIBIT A
BRIDGE STREET FINANCIAL, INC. 2003 STOCK OPTION PLAN
STOCK OPTION CERTIFICATE
General Terms and Conditions
Section 1. Option Size and Type. The number of shares of Common Stock, par
value $.01 per share ("Shares"), that have been optioned to you under the Bridge
Street Financial, Inc. 2003 Stock Option Plan (the "Plan") is specified in this
Stock Option Certificate. If the "Option Type" shown for your stock option is
"ISO", then your stock option has been designed with the intent that it qualify
to the maximum permissible extent for the special tax benefits applicable to
incentive stock options under the Internal Revenue Code of 1986. If the "Option
Type" shown for your stock options is "NQSO", then incentive stock option tax
treatment is not applicable.
Section 2. Exercise Price. The Exercise Price for your stock options is
the price per Share at which you may acquire the Shares that have been optioned
to you and is specified in this Stock Option Certificate. As a general rule, the
Exercise Price for your stock options will not change unless there is a stock
split, stock dividend, merger or other major corporate event that justifies an
adjustment.
Section 3. Vesting.
(a) Earliest Exercise Date. You may not exercise your stock options
until they are vested. The date on which your stock options become vested
is specified in this Stock Option Certificate as the Earliest Exercise
Date. As a general rule, you must be in the service of the Company on an
Earliest Exercise Date in order to be vested in the stock options that
vest on that date. You may acquire the Shares that have been optioned to
you by exercising your stock options at any time during the period
beginning on the Earliest Exercise Date and continuing until the
applicable Option Expiration Date, by completing and filing the Notice of
Exercise of Stock Option that is attached to this Stock Option Certificate
as Appendix A and by following the procedures outlined therein.
(b) Forfeitures. If you terminate service with the Company prior to
an Earliest Exercise Date, you will forfeit any stock options that are
scheduled to vest on that date. When you forfeit stock options, you
relinquish any and all rights that you have to acquire the Shares that
were optioned to you. Your service with the Company will not be treated as
having terminated for vesting purposes, if you continue as a director
emeritus of the Company.
(c) Accelerated Vesting. All of your outstanding stock options that
have not previously vested will become fully and immediately vested,
without any further action on your part, in the event of your death,
Disability or a Change of Control (as each is defined in the Plan) before
your termination of service with the Company. In addition, to the extent
authorized pursuant to a Plan provision that is approved by the Company's
shareholders by the requisite affirmative vote at a meeting of
shareholders held on or after January 3, 2004, if you terminate service
with the Company due to your Retirement (as defined in the Plan), then any
stock options not theretofore forfeited shall become immediately vested on
the date of your Retirement. If vesting accelerates, the accelerated
vesting date will be the applicable Earliest Exercise Date. You may
designate a beneficiary to inherit your rights to any vested, unexercised
stock options that are outstanding to you at your death using the
Beneficiary Designation attached as Appendix B.
Section 4. Option Expiration Date. To derive any benefit from your stock
options, you must exercise them during the period that begins on the applicable
Earliest Exercise Date and ends on the Option Expiration Date. The Option
Expiration Date for your stock options is specified in this Stock Option
Certificate. Your Option Expiration Date may be accelerated in the event of your
termination of service with the Company as follows:
(a) Options Granted to Eligible Employees. Your stock options will
expire on the earliest of (i) the Option Expiration Date, (ii) three
months after your termination of service with the Company for any reason
other than death, Disability (as defined in the Plan), Retirement (as
defined in the Plan), or Termination for Cause (as defined in the Plan);
(iii) one year after your termination of service due to death, Disability
or Retirement; and (iv) the date and time of your Termination for Cause.
(b) Options Granted to Outside Directors. Your stock options will
expire on the earlier of (i) the Option Expiration Date and (ii) the date
and time of your removal as a director for cause under the Company's
By-laws.
To qualify for the favorable tax treatment accorded to incentive stock options,
you (or, in the event of your death, your estate or designated beneficiaries)
must exercise any stock options that are designated as ISOs within three months
after you terminate service as a common-law employee of the Company and its
subsidiaries for any reason other than death or disability and within one year
after you terminate service as common-law employee due to your death or
disability. If they are exercised later, they will be subject to tax as if they
were designated as NQSOs.
Section 5. Amendment. This Certificate may be amended, in whole or in part
and in any manner not inconsistent with the provisions of the Plan, at any time
and from time to time, by written Certificate between the Company and you.
Section 6. Plan Provisions Control. This Certificate and the rights and
obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Certificate, the terms of the Plan, which
are incorporated herein by reference, shall control. Capitalized terms in this
Certificate have the meaning defined in the Plan, as amended from time to time,
unless stated otherwise. By signing this Certificate, you acknowledge receipt of
a copy of the Plan and a copy of the related Prospectus dated July 29, 2003.
APPENDIX A TO STOCK OPTION CERTIFICATE
BRIDGE STREET FINANCIAL, INC. 2003 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
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Use this Notice to inform Bridge Street Financial, Inc. that you are exercising
your right to purchase shares of common stock ("Shares") of Bridge Street
Financial, Inc. pursuant to an option ("Option") granted under the Bridge Street
Financial, Inc. 2003 Stock Option Plan ("Plan"). If you are not the person to
whom the Option was granted ("Option Recipient"), you must attach to this Notice
proof of your right to exercise the Option granted under the Stock Option
Certificate entered into between Bridge Street Financial, Inc. and the Option
Recipient ("Certificate"). This Notice should be personally delivered or mailed
by certified mail, return receipt requested to: Bridge Street Financial, Inc.,
00 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx, 00000, Attention: Corporate Secretary.
The effective date of the exercise of the Option shall be the earliest date
practicable following the date this Notice is received by Bridge Street
Financial, Inc. but in no event more than three days after such date ("Effective
Date"). Except as specifically provided to the contrary herein, capitalized
terms shall have the meanings assigned to them under the Plan.
OPTION INFORMATION Identify below the Option that you are exercising by
providing the following information from the Stock Option
Certificate.
Name of Option Recipient:_______________________________________________________
Exercise Price
Option Grant Date: ________________,___________ per share: $_________._____
(Month and Day) (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of
payment.
Total Exercise Price __________________ x $________._______ = $________________
(No. of Shares) (Exercise Price) Total Exercise
Price
Method of Payment
|_| I enclose a certified check, money order, or
bank draft payable to the order of Bridge Street
Financial, Inc. in the amount of $_______________
|_|* I enclose Shares I have owned for at least six
months duly endorsed for transfer to Bridge
Street Financial, Inc. with all stamps attached
and having a fair market value of $_______________
Total Exercise Price $_______________
* Subject to Committee approval as an acceptable method of payment.
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased
above be issued to the following person(s) in the amount specified below:
Name and Address Social Security No. No. of Shares
__________________________________ ______-_____-________ ________________
__________________________________ ______-_____-________ ________________
__________________________________ ______-_____-________ ________________
__________________________________ ______-_____-________ ________________
WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock
Options only. Beneficiaries and Outside Directors should
not complete.
I understand that I am responsible for the amount of federal, state and local
taxes required to be withheld with respect to the Shares to be issued to me
pursuant to this Notice, but that I may request Bridge Street Financial, Inc. to
retain or sell a sufficient number of such Shares to cover the amount to be
withheld. I hereby request that any taxes required to be withheld be paid in the
following manner [check one]:
|_| With a certified or bank check that I will deliver to the Bridge
Street Financial, Inc. on the day after the Effective Date of my
Option exercise.
|_| With the proceeds from a sale of Shares that would otherwise be
distributed to me.
|_| Retain shares that would otherwise be distributed to me and that
have a value equal to the minimum amount required to be withheld by
law.
I understand that the withholding elections I have made on this form are not
binding on the Committee, and that the Committee will decide the amount to be
withheld and the method of withholding and advise me of its decision prior to
the Effective Date. I further understand that the Committee may request
additional information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made to me. I
further understand that if I have elected to have Shares sold to satisfy tax
withholding, I may be asked to pay a minimal amount of such taxes in cash in
order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax and legal counsel
(and not Bridge Street Financial, Inc.) regarding the application of all laws --
particularly tax and securities laws -- to the transactions to be effected
pursuant to my Option and this Notice. I understand that I will be responsible
for paying any federal, state and local I E taxes that may become due upon the
sale (including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my own tax
advisor regarding how and when such income will be reportable.
SIGN HERE
_______________________________________ _________________________________
Signature Date
Internal Use Only
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Received [check one]: |_| By Hand |_| By Mail Post Marked
Date of Post Xxxx
By
Authorized Signature Date of Receipt
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APPENDIX B TO STOCK OPTION CERTIFICATE
BRIDGE STREET FINANCIAL, INC.
2003 STOCK OPTION PLAN
Beneficiary Designation Form
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GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who will
receive vested stock options outstanding to you at the time of
your death.
Name of
Award Recipient ______________________ Social Security Number _____-_____-______
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall be
increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
Name Address Relationship Birthdate Share
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
Total=100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death:
Name Address Relationship Birthdate Share
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
Total=100%
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Bridge Street
Financial, Inc. prior to my death, and that it is subject to all of the terms
and conditions of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all outstanding
Stock Options.
SIGN HERE
_______________________________________ _______________________________
Your Signature Date
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--------------------------------Internal Use Only-------------------------------
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This Beneficiary Designation was received by the Comments
Corporate Secretary of Bridge Street Financial,
Inc. on the date indicated.
By
Authorized Signature Date
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