EXHIBIT 10.20
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
AMENDED AND RESTATED
STOCK OPTION AGREEMENT FOR EMPLOYEES
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NAME OF PARTICIPANT SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which an option ("Option") to purchase shares of common stock ("Shares") of
Warwick Community Bancorp, Inc. ("Company") has been granted to you
("Participant") under the Stock Option Plan of Warwick Community Bancorp, Inc.
("Plan"). Set forth below are the specific terms and conditions applicable to
the Option. Attached as Appendix A are the general terms and conditions
applicable to the Option.
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Option Grant
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Grant Date 6/24/1998
Class of Shares* Common
No. of Shares Awarded* [ ]
Exercise Price Per Share* $17.00
Percentage Vesting on June 24th of Each of the Following Years:
1999, 2000, 2001, 2002 and 2003* 20%
Expiration Date** 6/24/2008
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* SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND APPENDIX A HERETO.
** THE OPTION SHALL BE EXERCISABLE UNTIL, BUT NOT ON, THE EXPIRATION DATE.
By signing where indicated below, the Company hereby acknowledges that it has
granted the Option listed above upon the specified terms and conditions, and the
Participant acknowledges receipt of this Agreement, including Appendix A, and a
copy of the Plan, and agrees to observe and be bound by the terms and conditions
set forth herein and therein.
WARWICK COMMUNITY BANCORP, INC. PARTICIPANT
By:
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Xxxxxx X. Xxxxxxx
President and Chief Operating Officer
APPENDIX A TO STOCK OPTION AGREEMENT FOR EMPLOYEES
GENERAL TERMS AND CONDITIONS OF OPTION
Section 1. STOCK OPTION. The Company intends the Option granted hereby
to be an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended ("Code"). If the Option or any part of
the Option does not qualify as an "incentive stock option" under the Plan or the
Code, the Option or the part not qualifying shall be treated as a Non-Qualified
Stock Option under the Code.
Section 2. TERM OF AWARD. (a) Subject to Sections 2(c) and 3 hereof,
the Participant shall have the right to purchase all or any portion of the
Shares subject to the Option granted hereby at any time during the period
("Option Period") commencing on the first anniversary of the date such Option
was granted and ending on the earliest of:
(i) the close of business on the last day of the three-month
period commencing on the date of the Participant's termination of
employment with the Company, other than on account of death or
Disability, Retirement or a Termination for Cause;
(ii) the close of business on the last day of the one-year
period commencing on the date of the Participant's termination of
employment with the Company due to death, Disability or Retirement;
(iii) the date and time when the Participant ceases to be an
employee of the Company due to a Termination for Cause; or
(iv) the last day of the 10-year period commencing on the date
on which the Option was granted.
(b) If the Option qualifies as an incentive stock option, the favorable
tax treatment applicable to incentive stock options may not apply if the Option
is exercised more than three months after the Participant's termination of
employment for reasons other than Disability or death. If the Option qualifies
as an incentive stock option, the favorable tax treatment applicable to
incentive stock options will apply if the Option is exercised within one year
after the Participant's termination of employment due to Disability or death.
(c) Subject to Section 3 hereof, upon termination of the Participant's
employment with the Company, any Option granted hereby that is not exercisable
as of the date of such termination shall be forfeited. For purposes of this
Agreement and the Plan, employment shall be deemed to continue for so long as
the Participant is serving as an officer, employee, outside director, advisory
director, emeritus director or consultant to the Company or is subject to and is
observing the terms of a written agreement restricting his or her ability to
compete or imposing other restrictive covenants.
Section 3. VESTING. The specified percentage of Shares subject to the
Option granted hereby shall become vested and available for purchase by the
Participant as of the specified vesting date(s); PROVIDED, HOWEVER, that in the
event of the Participant's death, Disability or Retirement or a Change in
Control of the Company or Bank prior to the applicable vesting date, such
optioned Shares shall become immediately vested and available for purchase as of
the date of such Participant's death, Disability or Retirement or the date of
such Change in Control. In the event of a Termination for Cause, the Option
granted hereby shall expire.
Section 4. EXERCISE PRICE. During the Option Period, and after the
Option becomes exercisable, the Participant shall have the right to purchase all
or any portion of the Shares subject to the Option at the Exercise Price per
Share.
Section 5. METHOD OF EXERCISE. Subject to the limitations of the Plan
and this Agreement, the Participant may, at any time during the Option Period
described in Section 2 hereof, exercise his or her right to purchase all or any
part of the Shares to which the Option relates; PROVIDED, HOWEVER, that the
minimum number of Shares which may be purchased at any time shall be 100, or, if
less, the total number of Shares relating to the Option which remain
unpurchased. The Participant shall exercise the Option to purchase Shares by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix B; and
(b) delivering to the Committee full payment of the Exercise
Price per Share for the Shares to be purchased in one of the methods
described below.
The date of exercise shall be the earliest date practicable following the date
the requirements of this Section 5 have been satisfied. Payment shall be made in
full in cash (by certified or bank check, or such other instrument as the
Company may accept, made payable to the order of Warwick Community Bancorp,
Inc.) or by one or more of the following: (i) in the form of Shares already
owned by the Participant, duly endorsed for transfer and with all necessary
stock transfer tax stamps attached, having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by delivering a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds to pay the purchase price; or (iii)
by any combination of (i) and (ii). If this Option qualifies as an incentive
stock option, the Participant shall not, without the prior written approval of
the Committee, dispose of the Shares acquired pursuant to the exercise of the
Option until after the later of (i) the second anniversary of the date on which
the incentive stock option was granted, or (ii) the first anniversary of the
date on which the Shares were acquired.
Section 6. DELIVERY OF OPTIONED SHARES. As soon as is practicable
following the date on which the Participant has satisfied the requirements of
Section 5 hereof, the Committee shall take such action as is necessary to cause
the issuance of a stock certificate evidencing the Participant's ownership of
the Shares that have been purchased. The Participant shall have no right to vote
or to receive dividends, nor have any other rights with respect to the Shares,
prior to the date as of which such Shares are transferred to the Participant on
the stock transfer records of the Company, and no adjustments shall be made for
any dividends or other rights for which the record date is prior to the date as
of which such transfer is effected, except as may be required under Section 8.3
of the Plan.
Section 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the event of
any merger, consolidation or other business reorganization (including but not
limited to a Change in Control) in which the Company is the surviving entity,
and in the event of any stock split, stock dividend or other event generally
affecting the number of Shares held by each person who is then a shareholder of
record, the number of Shares subject to the Option granted hereby and the
Exercise Price per Share of such Option shall be adjusted in accordance with
Section 8.3 of the Plan to account for such event. In the event of any merger,
consolidation or other business reorganization in which the Company is not the
surviving entity, any Option granted hereby may be canceled and payment made
therefor in accordance with the Plan.
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement
or the Plan, nor any action of the Board or the Committee with respect to this
Agreement or the Plan, shall be held or construed to confer upon the Participant
any right to a continuation of his or her position as an employee of the Company
or any of its affiliates. Notwithstanding the effectiveness of this Agreement,
the Participant may be dismissed or otherwise dealt with to the same extent as
though this Agreement had not been entered into.
Section 9. TAXES. The Company shall have the right to deduct from all
amounts paid by the Company in cash with respect to the Option granted hereby
any taxes required by law to be withheld with respect to such Option. Where any
person is entitled to receive Shares pursuant to the exercise of the Option
granted hereby, the Company shall have the right to require such person to pay
to the Company the amount of any tax which the Company is required to withhold
with respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 10. NOTICES. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five days after
mailing if mailed, postage prepaid, by registered or certified mail, return
receipt requested, addressed to such party at the address listed below, or at
such other address as one such party may by written notice specify to the other
party:
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(a) If to the Committee:
Warwick Community Bancorp, Inc.
c/o The Warwick Savings Bank
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000-0000
Attention: CORPORATE SECRETARY
(b) If to the Participant, to the Participant's address as shown
in the Bank's records.
Section 11. RESTRICTIONS ON TRANSFER. The Option granted hereby shall
not be subject in any manner to anticipation, alienation or assignment, nor
shall such Option be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Participant other than
by will or by the laws of descent and distribution or as otherwise permitted by
the Plan. This Section 11 shall not prevent the Participant from designating, in
the form attached hereto as Appendix C, a Beneficiary or Beneficiaries to
exercise such Participant's Option following such Participant's death.
Section 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and shall be binding upon the Company and the Participant and their
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in this
Agreement, words used in the singular may be read in the plural, words used in
the plural may be read in the singular and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference to
a section number shall refer to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically defined herein
shall have the meanings assigned to them under the Plan.
Section 14. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflicts of laws principles thereof, except to the extent
that such laws are preempted by federal law. This Agreement shall be construed
to comply with the applicable regulations of the New York Banking Board and the
Federal Deposit Insurance Corporation.
Section 15. AMENDMENT. This Agreement 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 agreement between the Company and the
Participant.
Section 16. PLAN PROVISIONS CONTROL. This Agreement and the rights and
obligations created hereby 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 Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control.
Section 17. ACCEPTANCE BY PARTICIPANT. By executing this Agreement and
returning a fully executed copy hereof to the Committee at the address specified
in Section 10 hereof, the Participant signifies acceptance of the terms and
conditions of this Agreement and the Plan. If a fully executed copy of this
Agreement is not received by the Committee within 45 days after the later of the
date of grant or the date this Agreement is received by the Participant, the
Committee may revoke the Option granted, and thereby avoid all obligation,
hereby.
Section 18. EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes any prior
agreement between the Company and the Participant.
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XXXXXXXX X TO STOCK OPTION AGREEMENT FOR EMPLOYEES
NOTICE OF EXERCISE OF STOCK OPTION
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Print Name of Option Holder Social Security Number
(Last, First, Middle Initial)
1. INSTRUCTIONS. (IMPORTANT INFORMATION; PLEASE READ CAREFULLY.) Use this
Notice to inform the Committee that you are exercising your right to
purchase shares of common stock ("Shares") of Warwick Community Bancorp,
Inc. ("Company") pursuant to an option ("Option") granted under the Stock
Option Plan of Warwick Community Bancorp, Inc. ("Plan"). If you are not the
Participant, you must attach to this Notice a copy of the Beneficiary
Designation Form executed by the Participant or other proof of your right
to exercise the Option granted under the Stock Option Agreement entered
into between the Company and the Participant ("Agreement"). To exercise the
Option, this Notice should be completed and personally delivered or mailed
by certified mail, return receipt requested, to: Warwick Community Bancorp,
Inc., c/o The Warwick Savings Bank, 00 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx
00000-0000, 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 the Committee, but in no event more than
three business days after the date this Notice is received by the Committee
("Effective Date"), subject to such rules and procedures as the Company may
establish for "cashless exercises." Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Notice is subject to all of the terms and conditions
of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Stock Option Agreement made and entered
into as of ______________ ____, 1999 by and between the Company and [ENTER
THE NAME OF THE PARTICIPANT], I hereby exercise my right to purchase
__________ Shares granted under the Plan on ______________ ____, _______
[ENTER THE DATE OF GRANT] at an Exercise Price per Share of $_________, for
a total Exercise Price of $_____________ [ENTER THE PRODUCT OF THE NUMBER
OF SHARES MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As payment for such
Shares, I [CHECK AND COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN
(a) AND (b) MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE]:
(a) / / enclose a certified or bank check, or such other
instrument as the Company may accept, payable to the
order of Warwick Community Bancorp, Inc. in the
amount of $________
(b) / / enclose Shares duly endorsed for transfer to
Warwick Community Bancorp, Inc. with all necessary
stock transfer tax stamps attached and having a Fair
Market Value of $________
(c) / / authorize ______________________________ [ENTER
THE NAME OF THE BROKERAGE OR INVESTMENT BANKING FIRM
WITH WHOM YOU HAVE MADE ARRANGEMENTS TO EFFECT A
"CASHLESS EXERCISE," OR SEE THE CORPORATE SECRETARY
OF THE COMPANY FOR INFORMATION] to sell, pursuant to
a "cashless exercise," such Shares subject to the
Option having a Fair Market Value of $________
Total Exercise Price $________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
Name and Address Social Security Number No. of Shares
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4. WITHHOLDING ELECTIONS. [NOT APPLICABLE IF OPTION QUALIFIES AS AN "INCENTIVE
STOCK OPTION."] [FOR PARTICIPANTS ONLY. BENEFICIARIES SHOULD NOT COMPLETE.]
I hereby request that any federal, state and local taxes required to be
withheld with respect to the Shares to be issued to me pursuant to this
Notice be paid in the following manner and amounts [COMPLETE SECTIONS (a),
(b) AND (c); COMPLETE SECTION (d) ONLY IF YOU ARE SUBJECT TO NEW YORK CITY
INCOME TAXES]:
(a) FEDERAL INCOME TAX.
(i) MANNER OF PAYMENT. I request that any federal income taxes to be
withheld [CHECK (a), (b) OR (c)]:
(a) / / Be paid with a certified or bank check that I will
deliver to the Corporate Secretary on the day after the
Effective Date of my Option exercise.
(b) / / Be paid with the proceeds from a sale of Shares that
would otherwise be distributed to me.
(c) / / Be withheld from my paycheck next following the
Effective Date of my Option exercise.
(ii) RATE OF WITHHOLDING. I request that federal income taxes be
withheld at the rate of [CHECK (a) OR (b) AND COMPLETE AS INDICATED]:
(a) / / %
-------
(b) / / % [YOU MUST ENTER A RATE GREATER THAN THE
------- RATE ENTERED BY THE COMMITTEE IN (a) ABOVE.]
[CONTINUED FROM THE FRONT SIDE OF THIS FORM.]
(b) NEW YORK STATE INCOME TAX. I request that any New York State income
taxes to be withheld [CHECK (i), (ii) OR (iii)].
(i) / /Be paid with a certified or bank check that I will deliver to
to the Corporate Secretary on the day after the Effective Date
of my Option exercise.
(ii) / /Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ /Be withheld from my paycheck next following the Effective Date
of my Option exercise.
New York State income tax will generally be withheld at a rate of
_____%.
(c) EMPLOYMENT TAXES. (includes Federal Insurance Contribution Act, or
"FICA," taxes). I request that any FICA taxes to be withheld [CHECK
(i), (ii) OR (iii)]:
(i) / /paid with a certified or bank check that I will deliver to
the Corporate Secretary on the day after the Effective Date of
my Option exercise.
(ii) / /Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ /withheld from my paycheck next following the Effective Date
of my Option exercise.
FICA taxes will generally be withheld at the rate of _____% on the
first $ _____________ of your wages for the _______ taxable year and
at _____% on any additional wages for the _______ taxable year.
(d) NEW YORK CITY INCOME TAX. [COMPLETE ONLY IF YOU ARE SUBJECT TO NEW
YORK CITY INCOME TAXES.] I request that any New York City income taxes
to be withheld [CHECK (i), (ii) OR (iii)]:
(i) / /Be paid with a certified or bank check that I will deliver
to the Corporate Secretary on the day after the Effective Date
of my Option exercise.
(ii) / /Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ /Be withheld from my paycheck next following the Effective Date
of my Option exercise.
New York City income tax will generally be withheld at a rate of
_____%.
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 exercise of my
Option.
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.
5. IRREVOCABLE WITHHOLDING ELECTION. [THIS SECTION 5 APPLIES TO YOU ONLY IF
YOU ARE THE PARTICIPANT, YOU ARE STILL EMPLOYED BY THE WARWICK SAVINGS BANK
OR THE COMPANY WITH A TITLE OF, OR MORE SENIOR TO, VICE PRESIDENT AND YOU
HAVE REQUESTED IN SECTION 4 OF THIS FORM THAT ANY OR ALL FEDERAL, STATE OR
LOCAL TAXES BE PAID WITH THE PROCEEDS OF A SALE OF SHARES.] I understand
that in accordance with the Statement of Company Policy Regarding
Confidential Information and Stock and Securities Trading by Directors,
Officers and Employees, my election(s) to sell Shares in order to satisfy
tax withholding requirements is (are) irrevocable and must be received by
the Corporate Secretary during a quarterly "window period." A window period
is the ten-business day period beginning with the third business day
following the public announcement of the Company quarterly or annual
earnings.
6. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not The Warwick Savings
Bank or the Company) regarding the application of all laws-- particularly
tax and securities laws-- to the transactions to be effected pursuant to
the Option and this Notice. I understand that I will be responsible for
paying any federal, state and local taxes that may become due upon the
purchase and/or 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.
Date:
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Signature
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Address
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This Notice was received by the Committee on the date indicated. Comments
By
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AUTHORIZED SIGNATURE DATE
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