EXHIBIT 4.2
Forms of Option and Restricted Stock Agreements
for Employees and Directors under the Plan
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Director)
____________________________________ _____-____-_____
Name of Award Recipient Social Security Number
_______________________________________________________________
Street Address
_______________________________ _________________ _________
City State ZIP Code
This Restricted Stock Agreement is intended to set forth the terms
and conditions on which an Award of Restricted Stock has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Restricted Stock Award. Attached as Appendix A are the
general terms and conditions of this Restricted Stock Award.
Restricted Stock Terms
Grant Date 4/24/96
Class of Shares Awarded* Common
Number of Shares Awarded* 247
Vesting Date* 10/24/96
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Restricted
Stock Award upon the terms and conditions specified in this
Restricted Stock Agreement, and the Award Recipient acknowledges
receipt of this Restricted Stock Agreement, including Appendix A,
and agrees to observe and be bound by the terms and conditions set
forth herein.
HAVEN BANCORP, INC. AWARD RECIPIENT
By ____________________________ _________________________
Name: Date:
Title:
_________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. A Restricted Stock Award consists of
a number of Shares of Restricted Stock with uniform terms and
conditions. Where Awards are granted on the same date with varying
terms and conditions (for example, varying vesting dates), the
Awards should be recorded as a series of grants each with its own
uniform terms and conditions.
APPENDIX A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Director)
General Terms and Conditions
Section 1. Ownership of Shares. A stock certificate or stock
certificates evidencing the Shares of Restricted Stock granted
hereunder shall be registered on Haven's books in the name of the
Award Recipient as of the Award Date and shall bear a legend
restricting the transferability of such certificate or certificates
and referring to the terms, conditions and other restrictions,
including forfeiture, applicable to such Restricted Stock.
Physical possession or custody of such certificates shall be
retained by Haven until such time as such Restricted Stock becomes
vested, at which time such Restricted Stock will be distributed to
the Award Recipient.
Section 2. Vesting. The Shares of Restricted Stock shall become
vested and available for distribution to the Award Recipient as of
the specified Vesting Date; provided, however, that in the event
that an Award Recipient granted Restricted Stock hereunder ceases
to be an Eligible Individual due to Retirement prior to a Vesting
Date, any Restricted Stock granted to such Award Recipient that has
not previously become vested shall be deemed vested as of the date
of such Award Recipient's Retirement; and further provided, that
if, following a Change in Control, an Award Recipient granted
Restricted Stock hereunder ceases to be an Eligible Individual
prior to a Vesting Date for any reason, other than for cause, any
Restricted Stock granted to such Award Recipient that has not
previously become vested shall be deemed vested as of the date such
Award Recipient ceases to be an Eligible Director.
Section 3. Forfeitures. In the event that an Award Recipient
ceases to be an Eligible Individual prior to a Vesting Date for any
reason other than a termination of service following a Change in
Control or Retirement, any Restricted Stock granted to such Award
Recipient that has not previously become vested shall be forfeited.
Following such a forfeiture, the Award Recipient will have no
rights whatsoever with respect to the Restricted Stock forfeited.
Section 4. Dividends. Any cash dividends declared and paid with
respect to Restricted Stock granted hereunder that has not been
forfeited, regardless of whether such Restricted Stock is vested
pursuant to section 2 of this Agreement, shall be immediately paid
to the Award Recipient. Any stock dividends declared and paid with
respect to Restricted Stock not forfeited, regardless of whether
such Restricted Stock is vested pursuant to section 2 of this
Agreement, shall be allocated to the Award Recipient and such stock
dividends shall be subject to such restrictions and shall become
vested under the same terms and conditions as the Shares of
Restricted Stock to which they pertain.
Section 5. Voting Rights. The Award Recipient shall have the
exclusive right to direct the manner in which all voting rights
appurtenant to Restricted Stock not forfeited will be exercised
while such Restricted Stock is not yet vested. Such a direction
shall be given by completing and filing a written direction, in the
form and manner prescribed by the Committee or Administrator, with
such person as the Committee or Administrator shall designate, at
least 10 days prior to the date of the meeting of holders of Shares
at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable
following the date any Shares of Restricted Stock granted hereunder
become vested pursuant to section 2 of this Agreement, Haven will
issue to the Award Recipient, or his or her Beneficiary entitled to
such Restricted Stock, a stock certificate evidencing ownership of
the Shares. Any additional Shares attributable to stock dividends
paid with respect to the Restricted Stock then being distributed
pursuant to this section 6 shall also be distributed and shall be
evidenced by such stock certificate.
Section 7. Registration of Shares. Haven's obligation to deliver
Shares pursuant to this Agreement shall, if the Committee or
Administrator so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Award
Recipient or his or her Beneficiary to whom such Shares are to be
delivered, in such form as the Committee or Administrator shall
determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon
a registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law,
rule or regulation as the Committee or Administrator shall
determine to be necessary or advisable.
Section 8. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee or
Administrator with respect to this Agreement, shall be held or
construed to confer upon the Award Recipient any right to a
continuation of employment by the Corporation. The Award Recipient
may be dismissed or otherwise dealt with as though this Agreement
had not been entered into.
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Section 9. 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 personally delivered or five (5) 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:
(a) If to the Committee or Administrator:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Award Recipient, to his or her address as shown
in the Corporation's personnel records.
Section 10. No Assignment. Prior to vesting, the Restricted Stock
granted hereunder shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such Restricted
Stock be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Award
Recipient other than by will or by the laws of descent and
distribution. During the Award Recipient's lifetime, the
Restricted Stock shall be distributable only to the Award
Recipient. This section 10 shall not prohibit the Option Holder
from designating, in the form attached hereto as Appendix B, a
beneficiary or beneficiaries to receive his Restricted Stock in the
event of his death prior to vesting and distribution.
Section 11. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Award
Recipient and their respective heirs, successors and assigns.
Section 12. 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
shall be a reference 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.
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Section 13. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal
laws of the United States of America.
Section 14. 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 Award Recipient and Haven.
Section 15. Plan Provisions Control. This Agreement, 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 Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control. By signing this Agreement, the
Award Recipient acknowledges receipt of a copy of the Plan.
Section 16. Legal Matters. The Award made to the Award Recipient
is a form of contingent compensation that involves publicly traded
securities. As such, there are certain federal, state and local
tax and securities laws that may apply. In particular, the Award
Recipient may be liable for the payment of federal, state and local
income taxes with respect to the value of the Shares of Restricted
Stock granted or distributed to the Award Recipient under the Plan;
the Award Recipient may have to report beneficial ownership of such
Shares (even while held by Haven) to the appropriate securities
regulators; and acceptance of legal ownership of such Shares or
subsequent disposition of them may be subject to limitations under
applicable securities laws. The Award Recipient should consult
with, and rely upon, his or her own legal counsel regarding the
application of such laws.
Section 17. Acceptance by the Award Recipient. By executing this
Agreement and returning a fully executed copy hereof to the
Committee or Administrator at the address specified in section 9,
the Award Recipient signifies acceptance of the terms and
conditions of this Award. If a fully executed copy of this
Agreement is not received by the Committee or Administrator within
forty-five (45) days after the later of the Grant Date or the date
this Agreement is received by the Award Recipient, the Committee
may revoke the Award, and thereby avoid all obligations hereunder.
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Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Director)
__________________________________ _____-____-_____
Name of Option Holder Social Security Number
________________________________________________________
Street Address
_________________________ _______________ ________
City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth
the terms and conditions on which a Non-Qualified Stock Option has
been granted under the Haven Bancorp, Inc. 1996 Stock Incentive
Plan. Set forth below are the specific terms and conditions
applicable to this Non-Qualified Stock Option. Attached as
Appendix A are the general terms and conditions of this Non-
Qualified Stock Option.
Option Terms (A) (B) (C)
Grant Date 4/24/96 4/24/96 4/24/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares* 2,000 2,000 2,000
Exercise Price Per Share* $24.2795 $24.2795 $24.2795
Vesting Date* 4/24/97 4/24/98 4/24/99
Exercise Period Expiration* 4/23/06 4/23/06 4/23/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Non-Qualified
Stock Option upon the terms and conditions specified in this Non-
Qualified Stock Option Agreement, and the Option Holder
acknowledges receipt of this Non-Qualified Stock Option Agreement,
including Appendix A, and agrees to observe and be bound by the
terms and conditions set forth herein.
HAVEN BANCORP, INC. OPTION HOLDER
By ___________________________ ___________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option 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 vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Director)
General Terms and Conditions
Section 1. Non-Qualified Stock Option. Haven does not intend the
Option evidenced hereby to be an "incentive stock option" within
the meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to termination for cause; and
(c) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's normal
or early retirement under the Corporation's tax-qualified
retirement plan ("Retirement") prior to the commencement of the
Exercise Period, the Exercise Period shall automatically commence
as of the effective date of such Retirement; and provided further,
that in the event of a Change in Control prior to the commencement
of the Exercise Period, the Exercise Period shall automatically
commence on the earliest date on which the Change in Control is
deemed to have occurred.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, 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. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
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event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction ineligible for pooling
of interests accounting treatment;
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(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven 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 Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section 9. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
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 (5) 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:
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's address
as shown in the Corporation's personnel records.
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Section 11. No Assignment. The Option granted hereunder 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 Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
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 shall be a
reference 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 conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
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 Haven and the Option Holder.
Section 16. Plan Provisions Control. This Agreement 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
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
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by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Non-Qualified Stock
Option Agreement is received by the Option Holder, the Committee
may revoke the Option granted, and thereby avoid all obligations,
hereunder.
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Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Non-Qualified Stock Option (Director)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option
("Option") granted under the 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 Non-Qualified Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, 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. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares 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 a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) ____ enclosed a certified check, money order
or bank draft payable to the order of Haven
Bancorp, Inc. in the amount of $____________
(b) ____ enclosed Shares duly endorsed for
transfer to Haven Bancorp, Inc. with all
necessary stock transfer tax stamps attached
and having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_____________________ ______-_____-______ ________________
_____________________
_____________________ ______-_____-______ ________________
_____________________
3. Withholding Election. [For Option Holders only. Beneficiaries
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 Haven 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]:
(a) ____ With a certified or bank check that I will deliver to
the Administrator on the day after the Effective Date of my Option
exercise.
(b) ____ With the proceeds from a sale of Shares that would
otherwise be distributed to me.
I understand that the withholding election I have made on this form
is not binding on the Administrator, and that the Administrator
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 Administrator 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.
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4. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) 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 taxes that may become due upon the
exercise of my Option and 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.
Signature: ______________________________ Date:_________________
Address:________________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By: _____________________________ Date of Receipt: __________
Authorized Signature
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Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Employee)
____________________________________ _____-____-_____
Name of Award Recipient Social Security Number
_______________________________________________________________
Street Address
_______________________________ _________________ _________
City State ZIP Code
This Restricted Stock Agreement is intended to set forth the terms
and conditions on which an Award of Restricted Stock has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Restricted Stock Award. Attached as Appendix A are the
general terms and conditions of this Restricted Stock Award.
Restricted Stock Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Shares Awarded* Common Common Common
Number of Shares Awarded*
Vesting Date* 5/23/97 5/23/98 5/23/99
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Restricted
Stock Award upon the terms and conditions specified in this
Restricted Stock Agreement, and the Award Recipient acknowledges
receipt of this Restricted Stock Agreement, including Appendix A,
and agrees to observe and be bound by the terms and conditions set
forth herein.
HAVEN BANCORP, INC. AWARD RECIPIENT
By ____________________________ _________________________
Name: Date:
Title:
_________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. A Restricted Stock Award consists of
a number of Shares of Restricted Stock with uniform terms and
conditions. Where Awards are granted on the same date with varying
terms and conditions (for example, varying vesting dates), the
Awards should be recorded as a series of grants each with its own
uniform terms and conditions.
APPENDIX A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Employee)
General Terms and Conditions
Section 1. Ownership of Shares. A stock certificate or stock
certificates evidencing the Shares of Restricted Stock granted
hereunder shall be registered on Haven's books in the name of the
Award Recipient as of the Award Date and shall bear a legend
restricting the transferability of such certificate or certificates
and referring to the terms, conditions and other restrictions,
including forfeiture, applicable to such Restricted Stock.
Physical possession or custody of such certificates shall be
retained by Haven until such time as such Restricted Stock becomes
vested, at which time such Restricted Stock will be distributed to
the Award Recipient.
Section 2. Vesting. The Shares of Restricted Stock shall become
vested and available for distribution to the Award Recipient as of
the specified Vesting Dates; provided, however, that in the event
that an Award Recipient granted Restricted Stock hereunder ceases
to be an Eligible Individual due to Retirement prior to a Vesting
Date, any Restricted Stock granted to such Award Recipient that has
not previously become vested shall be deemed vested as of the date
of such Award Recipient's Retirement; and further provided, that
if, following a Change in Control, an Award Recipient granted
Restricted Stock hereunder ceases to be an Eligible Individual
prior to a Vesting Date for any reason, other than for cause, any
Restricted Stock granted to such Award Recipient that has not
previously become vested shall be deemed vested as of the date such
Award Recipient ceases to be an Eligible Employee.
Section 3. Forfeitures. In the event that an Award Recipient
ceases to be an Eligible Individual prior to a Vesting Date for any
reason other than a termination of service following a Change in
Control or Retirement, any Restricted Stock granted to such Award
Recipient that has not previously become vested shall be forfeited.
Following such a forfeiture, the Award Recipient will have no
rights whatsoever with respect to the Restricted Stock forfeited.
Section 4. Dividends. Any cash dividends declared and paid with
respect to Restricted Stock granted hereunder that has not been
forfeited, regardless of whether such Restricted Stock is vested
pursuant to section 2 of this Agreement, shall be immediately paid
to the Award Recipient. Any stock dividends declared and paid with
respect to Restricted Stock not forfeited, regardless of whether
such Restricted Stock is vested pursuant to section 2 of this
Agreement, shall be allocated to the Award Recipient and such stock
dividends shall be subject to such restrictions and shall become
vested under the same terms and conditions as the Shares of
Restricted Stock to which they pertain.
Section 5. Voting Rights. The Award Recipient shall have the
exclusive right to direct the manner in which all voting rights
appurtenant to Restricted Stock not forfeited will be exercised
while such Restricted Stock is not yet vested. Such a direction
shall be given by completing and filing a written direction, in the
form and manner prescribed by the Committee or Administrator, with
such person as the Committee or Administrator shall designate, at
least 10 days prior to the date of the meeting of holders of Shares
at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable
following the date any Shares of Restricted Stock granted hereunder
become vested pursuant to section 2 of this Agreement, Haven will
issue to the Award Recipient, or his or her Beneficiary entitled to
such Restricted Stock, a stock certificate evidencing ownership of
the Shares. Any additional Shares attributable to stock dividends
paid with respect to the Restricted Stock then being distributed
pursuant to this section 6 shall also be distributed and shall be
evidenced by such stock certificate.
Section 7. Registration of Shares. Haven's obligation to deliver
Shares pursuant to this Agreement shall, if the Committee or
Administrator so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Award
Recipient or his or her Beneficiary to whom such Shares are to be
delivered, in such form as the Committee or Administrator shall
determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon
a registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law,
rule or regulation as the Committee or Administrator shall
determine to be necessary or advisable.
Section 8. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee or
Administrator with respect to this Agreement, shall be held or
construed to confer upon the Award Recipient any right to a
continuation of employment by the Corporation. The Award Recipient
may be dismissed or otherwise dealt with as though this Agreement
had not been entered into.
2
Section 9. 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 personally delivered or five (5) 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:
(a) If to the Committee or Administrator:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Award Recipient, to his or her address as shown
in the Corporation's personnel records.
Section 10. No Assignment. Prior to vesting, the Restricted Stock
granted hereunder shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such Restricted
Stock be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Award
Recipient other than by will or by the laws of descent and
distribution. During the Award Recipient's lifetime, the
Restricted Stock shall be distributable only to the Award
Recipient. This section 10 shall not prohibit the Award Recipient
from designating, in the form attached hereto as Appendix B, a
beneficiary or beneficiaries to receive his Restricted Stock in the
event of his death prior to vesting and distribution.
Section 11. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Award
Recipient and their respective heirs, successors and assigns.
Section 12. 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
shall be a reference 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.
3
Section 13. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal
laws of the United States of America.
Section 14. 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 Award Recipient and Haven.
Section 15. Plan Provisions Control. This Agreement, 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 Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control. By signing this Agreement, the
Award Recipient acknowledges receipt of a copy of the Plan.
Section 16. Legal Matters. The Award made to the Award Recipient
is a form of contingent compensation that involves publicly traded
securities. As such, there are certain federal, state and local
tax and securities laws that may apply. In particular, the Award
Recipient may be liable for the payment of federal, state and local
income taxes with respect to the value of the Shares of Restricted
Stock granted or distributed to the Award Recipient under the Plan;
the Award Recipient may have to report beneficial ownership of such
Shares (even while held by Haven) to the appropriate securities
regulators; and acceptance of legal ownership of such Shares or
subsequent disposition of them may be subject to limitations under
applicable securities laws. The Award Recipient should consult
with, and rely upon, his or her own legal counsel regarding the
application of such laws.
Section 17. Acceptance by the Award Recipient. By executing this
Agreement and returning a fully executed copy hereof to the
Committee or Administrator at the address specified in section 9,
the Award Recipient signifies acceptance of the terms and
conditions of this Award. If a fully executed copy of this
Agreement is not received by the Committee or Administrator within
forty-five (45) days after the later of the Grant Date or the date
this Agreement is received by the Award Recipient, the Committee
may revoke the Award, and thereby avoid all obligations hereunder.
4
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Incentive Stock Option Agreement (Employee)
______________________________________ _____-____-_____
Name of Option Holder Social Security Number
____________________________________________________________
Street Address
________________________________ ____________ __________
City State ZIP Code
This Incentive Stock Option Agreement is intended to set forth the
terms and conditions on which an Incentive Stock Option has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Incentive Stock Option. Attached as Appendix A are the
general terms and conditions of this Incentive Stock Option.
Option Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting Date* 5/23/97 5/23/98 5/23/99
Exercise Period Expiration* 5/22/06 5/22/06 5/22/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Incentive Stock
Option upon the terms and conditions specified in this Incentive
Stock Option Agreement, and the Option Holder acknowledges receipt
of this Incentive Stock Option Agreement, including Appendix A, and
agrees to observe and be bound by the terms and conditions set
forth herein.
Haven Bancorp, Inc. Option Holder
By __________________________ _________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option 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 vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Incentive Stock Option Agreement (Employee)
General Terms and Conditions
Section 1. Incentive Stock Option. Haven intends the Option
evidenced hereby to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period, commencing on the
date the Option Holder ceases to be an Eligible Individual due to
death, disability or normal or early retirement under the
Corporation's tax-qualified retirement plan ("Retirement");
(c) the last day of the three-month period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to death, disability, Retirement or termination for cause;
and
(d) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's
Retirement prior to the commencement of the Exercise Period, the
Exercise Period shall automatically commence as of the effective
date of such Retirement; and provided further, that in the event of
a Change in Control prior to the commencement of the Exercise
Period, the Exercise Period shall automatically commence on the
earliest date on which the Change in Control is deemed to have
occurred. Notwithstanding section 2(b) above, if the Option
granted hereunder is not exercised by the Option Holder within
three months following Retirement, such Option shall not be
eligible for treatment as an "incentive stock option" within the
meaning of section 422 of the Code.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, and no adjustments shall be
2
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. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
3
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation Right
would (in the opinion of the firm of independent certified public
accountants regularly engaged to audit the Corporation's financial
statements) render the transaction ineligible for pooling of
interests accounting treatment;
(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven 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 Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
Section 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 (5) 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:
4
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's
address as shown in the Corporation's personnel records.
Section 11. No Assignment. The Option granted hereunder 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 Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
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 shall be a
reference 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 conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
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 Haven and the Option Holder.
5
Section 16. Plan Provisions Control. This Agreement 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
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Incentive Stock Option
Agreement is received by the Option Holder, the Committee may
revoke the Option granted, and thereby avoid all obligations,
hereunder.
6
Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Incentive Stock Option (Employee)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to an incentive stock option
("Option") granted under the 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 Incentive Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, but in no event more than three days after such date
("Effective Date"). Except as specifically provided to the con-
trary 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.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ____________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares 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 a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) enclosed a certified check, money order
or bank draft payable to the order of
Haven Bancorp, Inc. in the amount of $____________
(b) enclosed Shares duly endorsed for transfer
to Haven Bancorp, Inc. with all necessary
stock transfer tax stamps attached and
having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_________________________ _____-_____-_____ ________________
_________________________
_________________________ _____-_____-_____ ________________
_________________________
3. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) 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 taxes that may become due upon the
exercise of my Option and 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.
Signature:_____________________________ Date:_______________
Address:_____________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By:___________________________ Date of Receipt:___________
Authorized Signature
2
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Employee)
__________________________________ _____-____-_____
Name of Option Holder Social Security Number
________________________________________________________
Street Address
_________________________ _______________ ________
City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth
the terms and conditions on which a Non-Qualified Stock Option has
been granted under the Haven Bancorp, Inc. 1996 Stock Incentive
Plan. Set forth below are the specific terms and conditions
applicable to this Non-Qualified Stock Option. Attached as
Appendix A are the general terms and conditions of this Non-
Qualified Stock Option.
Option Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting Date* 5/23/97 5/23/98 5/23/99
Exercise Period Expiration* 5/22/06 5/22/06 5/22/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Non-Qualified
Stock Option upon the terms and conditions specified in this Non-
Qualified Stock Option Agreement, and the Option Holder
acknowledges receipt of this Non-Qualified Stock Option Agreement,
including Appendix A, and agrees to observe and be bound by the
terms and conditions set forth herein.
HAVEN BANCORP, INC. OPTION HOLDER
By ___________________________ ___________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option 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 vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Employee)
General Terms and Conditions
Section 1. Non-Qualified Stock Option. Haven does not intend the
Option evidenced hereby to be an "incentive stock option" within
the meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to termination for cause; and
(c) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's normal
or early retirement under the Corporation's tax-qualified
retirement plan ("Retirement") prior to the commencement of the
Exercise Period, the Exercise Period shall automatically commence
as of the effective date of such Retirement; and provided further,
that in the event of a Change in Control prior to the commencement
of the Exercise Period, the Exercise Period shall automatically
commence on the earliest date on which the Change in Control is
deemed to have occurred.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, 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. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
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event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction ineligible for pooling
of interests accounting treatment;
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(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven 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 Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section 9. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
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 (5) 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:
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's address
as shown in the Corporation's personnel records.
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Section 11. No Assignment. The Option granted hereunder 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 Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
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 shall be a
reference 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 conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
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 Haven and the Option Holder.
Section 16. Plan Provisions Control. This Agreement 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
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
5
by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Non-Qualified Stock
Option Agreement is received by the Option Holder, the Committee
may revoke the Option granted, and thereby avoid all obligations,
hereunder.
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Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Non-Qualified Stock Option (Employee)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option
("Option") granted under the 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 Non-Qualified Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, 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. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares 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 a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) ____ enclosed a certified check, money order
or bank draft payable to the order of Haven
Bancorp, Inc. in the amount of $____________
(b) ____ enclosed Shares duly endorsed for
transfer to Haven Bancorp, Inc. with all
necessary stock transfer tax stamps attached
and having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_____________________ ______-_____-______ ________________
_____________________
_____________________ ______-_____-______ ________________
_____________________
3. Withholding Election. [For Option Holders only. Beneficiaries
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 Haven 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]:
(a) ____ With a certified or bank check that I will deliver to
the Administrator on the day after the Effective Date of my Option
exercise.
(b) ____ With the proceeds from a sale of Shares that would
otherwise be distributed to me.
I understand that the withholding election I have made on this form
is not binding on the Administrator, and that the Administrator
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 Administrator 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.
2
4. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) 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 taxes that may become due upon the
exercise of my Option and 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.
Signature: ______________________________ Date:_________________
Address:________________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By: _____________________________ Date of Receipt: __________
Authorized Signature
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Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Beneficiary Designation (Restricted Stock Award)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this form to designate the Beneficiary(ies) to receive your
right to receive the shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") granted to you under the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") if you should die before
receiving distribution of such Shares. You should give your
Beneficiary(ies) a copy of this completed form. This Beneficiary
Designation should be completed and personally delivered or mailed
by registered or certified mail, return receipt requested, to Haven
Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421,
Attention: Administrator of the 1996 Stock Incentive Plan. Except
as specifically provided to the contrary herein, capitalized terms
shall have the meanings assigned to them under the Plan. This
Beneficiary Designation is subject to all of the terms and
conditions of the Plan.
1. Designation. [Complete sections 1(a) and 1(b). Write in all
of the information requested. If no percentage interests are
specified, each Beneficiary in the same class of Beneficiaries
(primary or contingent) will have an equal interest. If any
designated Beneficiary predeceases you, the interests of each of
the remaining Beneficiaries in the same class (primary or contin-
gent) shall be increased proportionately.]
(a) Primary Beneficiary(ies). I hereby name the following
person or persons as my primary Beneficiary(ies) to receive the
Shares granted to me on ______________ under the Plan, if I should
die before exercising such Shares. I reserve the right to change
or revoke this designation at any time prior to my death without
the consent of any person.
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
(b) Contingent Beneficiary(ies). I hereby designate the
following person or persons as my contingent Beneficiary(ies) to
receive the Shares described above if all of my primary Beneficia-
ry(ies) designated in Section 1(a) above should die before such
amounts are distributed. I reserve the right to change or revoke
this designation at any time prior to my death without the consent
of any person:
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
2. Effectiveness of Designation. I understand that the Beneficia-
ry designations made on this form shall be effective only if this
form is properly completed and received by the Administrator prior
to my death. I also understand that an effective Beneficiary
designation revokes all previous designations and that this
designation is subject to all of the terms and conditions of the
Plan.
Signature: ________________________________ Date: _____________
Address: _______________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: ____ By Hand ____ By Mail
By _______________________________ Date of Receipt: ____________
Authorized Signature
2
Appendix C
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Beneficiary Designation (Option)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this form to designate the Beneficiary(ies) to receive your
right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-statutory stock option or
incentive stock option ("Option") granted to you under the Haven
Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") if you should die
before exercising such Option. In the event of your death, your
Option will generally remain exercisable, to the extent of your
vested Shares, for one year following the date of your death. You
should give your Beneficiary(ies) a copy of this completed form,
which should be filed by such Beneficiary with a Notice of Exercise
of Non-Statutory or Incentive Stock Option, in order to exercise
your Option after your death. This Beneficiary Designation should
be completed and personally delivered or mailed by registered or
certified mail, return receipt requested, to Haven Bancorp, Inc.,
93-22 Jamaica Avenue, Woodhaven, New York 11421, Attention:
Administrator of the 1996 Stock Incentive Plan. The effective date
of the designations made herein will be the date this Beneficiary
Designation is received by the Administrator. Except as specifi-
cally provided to the contrary herein, capitalized terms shall have
the meanings assigned to them under the Plan. This Beneficiary
Designation is subject to all of the terms and conditions of the
Plan.
1. Designation. [Complete sections 1(a) and 1(b). Write in all
of the information requested. If no percentage interests are
specified, each Beneficiary in the same class of Beneficiaries
(primary or contingent) will have an equal interest. If any
designated Beneficiary predeceases you, the interests of each of
the remaining Beneficiaries in the same class (primary or contin-
gent) shall be increased proportionately.]
(a) Primary Beneficiary(ies). I hereby name the following
person or persons as my primary Beneficiary(ies) to receive the
right to exercise the Option granted to me on ______________ under
the Plan, if I should die before exercising such Option. I reserve
the right to change or revoke this designation at any time prior to
my death without the consent of any person.
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
(b) Contingent Beneficiary(ies). I hereby designate the
following person or persons as my contingent Beneficiary(ies) to
receive the right to exercise my Option if all of my primary
Beneficiary(ies) designated in Section 1(a) above should die before
me or before exercising such Option and without having designated
a Beneficiary(ies). I reserve the right to change or revoke this
designation at any time prior to my death without the consent of
any person:
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
2. Effectiveness of Designation. I understand that the Beneficia-
ry designations made on this form shall be effective only if this
form is properly completed and received by the Administrator prior
to my death. I also understand that an effective Beneficiary
designation revokes all previous designations and that this
designation is subject to all of the terms and conditions of the
Plan.
Signature: ________________________________ Date: _____________
Address: _______________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: ____ By Hand ____ By Mail
By _______________________________ Date of Receipt: ____________
Authorized Signature
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