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EXHIBIT 10.4
FORM OF NEW YORK COMMUNITY BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
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STOCK OPTION ASSUMPTION AGREEMENT
Dear [Optionee]:
As you know, on October 31, 2003 (the "Closing Date"), Roslyn Bancorp,
Inc. ("Roslyn") merged with and into New York Community Bancorp, Inc. ("NYCB"),
a Delaware corporation (the "Merger"). In the Merger, each holder of shares of
Roslyn common stock, received 0.75 of a shares of NYCB common stock for each
share of Roslyn common stock (the "Exchange Ratio"). On the Closing Date you
held one or more outstanding options to purchase shares of Roslyn common stock
granted to you under either the TR Financial Corp. 1993 Incentive Stock Option
Plan, as amended and restated ("1993 Plan"), the Amended and Restated Roslyn
Bancorp, Inc. 1997 Stock-Based Incentive Plans ("1997 Plan") and the Roslyn
Bancorp, Inc. 2001 Stock-Based Incentive Plan ("2001 Plan") and documented with
a Stock Option Agreement(s) and/or Notice(s) of Grant of Stock Option and any
amendment(s) or waiver(s) thereto (collectively, the "Option Agreement") issued
to you under the 1993 Plan, the 1999 Plan or the 2001 Plan, as applicable (the
"Roslyn Options"). In accordance with the Merger, on the Closing Date NYCB
assumed all obligations of Roslyn under the Roslyn Options. This Agreement
evidences the assumption of the Roslyn Options, including the necessary
adjustments to the Roslyn Options required by the Merger.
Your Roslyn Options immediately before and after the Merger are as
follows:
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF ROSLYN BANCORP, INC.
(PRE-MERGER)
Date of Grant Name of Plan Type of Option Number of Options Exercise Price
- -------------------- --------------------- -------------------- ---------------------- -----------------
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES
OF NEW YORK COMMUNITY BANCORP, INC. COMMON STOCK
(POST-MERGER)
Date of Grant Name of Plan Type of Option Number of Options Exercise Price
- -------------------- --------------------- -------------------- ---------------------- -----------------
The post-merger adjustments are based on the Exchange Ratio and are intended to:
(i) to preserve, on a per share basis, the ratio of exercise price to fair
market value that existed immediately prior to the Merger; and (ii) to the
extent applicable by law, to retain incentive stock option ("ISO") status under
the Federal tax laws.
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Unless the context otherwise requires, any references in the 1993 Plan,
1999 Plan or the 2001 Plan and the Option Agreement (i) to the "Company" or the
"Corporation" means NYCB, (ii) to "Stock," "Common Stock" or "Shares" means
shares of NYCB common stock, (iii) to the "Board of Directors" or the "Board"
means the Board of Directors of NYCB and (iv) to the "Committee" means the
Compensation Committee of the NYCB Board of Directors. All references in the
Option Agreement and the Plan relating to your status as an employee of Roslyn
will now refer to your status as an employee of NYCB or any present or future
NYCB subsidiary. To the extent the Option Agreement allowed you to deliver
shares of Roslyn common stock as payment for the exercise price, shares of NYCB
common stock may be delivered in payment of the adjusted exercise price, and the
period for which such shares were held as Roslyn common stock prior to the
Merger will be taken into account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your assumed NYCB Options remain the same as set forth in
your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Exchange Ratio, as applicable. All
other provisions which govern either the exercise or the termination of the
assumed NYCB Option remain the same as set forth in your Option Agreement, and
the provisions of the Option Agreement (except as expressly modified by this
Agreement and the Merger) will govern and control your rights under this
Agreement to purchase shares of NYCB common stock. Upon your termination of
employment with NYCB you will have the limited time period specified in your
Option Agreement to exercise your assumed NYCB Option. Incentive Stock Options
("ISO") exercised later than 3 months following termination of employment (for
reasons other than death and disability) will be treated as non-statutory stock
options for tax purposes. You beneficiary or estate has one (1) year from your
death the exercise your ISOs.
To exercise your assumed NYCB Option, you must deliver to Victoria
Kalligeros in the NYCB Human Resources Department (i) a written notice of
exercise for the number of shares of NYCB common stock you want to purchase,
(ii) the adjusted exercise price, and (iii) all applicable taxes. The exercise
notice and payment should be delivered to Ms. Kalligeros at the following
address:
New York Community Bancorp, Inc.
Human Resources Department
615 Merrick Avenue
Westbury, New York 11590
Nothing in this Agreement or your Option Agreement interferes in any
way with your rights and NYCB's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from NYCB will be governed by the terms of the NYCB
stock-based incentive plan, and such terms may be different from the terms of
your assumed NYCB Options, including, but not limited to, the time period in
which you have to exercise vested options after your termination of employment.
Please sign and date this Agreement and return it promptly to the
address listed above. If you have any questions regarding this Agreement or your
assumed _____________ Options, please contact ________________ at (___)___-____.
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By: ________________________________________
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ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Roslyn Options hereby assumed by NYCB are as set
forth in the Option Agreement, the 1993 Plan, the 1999 Plan or the 2001 Plan, as
applicable, and such Stock Option Assumption Agreement.
Dated:____________________, 2003 _____________________________________
[NAME], Optionee