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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
Clifton Savings Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[ ] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
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CLIFTON SAVINGS BANCORP, INC.
1433 VAN HOUTEN AVENUE
CLIFTON, NEW JERSEY 07015
(973) 473-2200
July 27, 2004
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Clifton Savings Bancorp, Inc. We will hold the meeting at the [VALLEY REGENCY
LOCATED AT 1129 VALLEY ROAD, CLIFTON, NEW JERSEY] on September 7, 2004 at 9:00
a.m., local time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Radics &
Co., LLC, the Company's independent auditors, will be present to respond to
appropriate questions of stockholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number of
shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed WHITE proxy card. If you attend the meeting, you
may vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
John A. Celentano, Jr.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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CLIFTON SAVINGS BANCORP, INC.
1433 VAN HOUTEN AVENUE
CLIFTON, NEW JERSEY 07015
(973) 473-2200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On September 7, 2004, Clifton Savings Bancorp, Inc. (the "Company")
will hold its annual meeting of stockholders at the [VALLEY REGENCY LOCATED AT
1129 VALLEY ROAD, CLIFTON, NEW JERSEY]. The meeting will begin at 9:00 a.m.,
local time. At the meeting, stockholders will consider and act on the following:
1. The election of two directors to serve for a term of three
years;
2. The approval of the Clifton Savings Bancorp, Inc. 2004
Stock-Based Incentive Plan;
3. The ratification of the appointment of Radics & Co., LLC as
independent auditors for the Company for the fiscal year
ending March 31, 2005; and
4. Such other business that may properly come before the meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
The Board of Directors set July 16, 2004 as the record date for the
meeting. This means that owners of the Company's common stock at the close of
business on that date are entitled to receive notice of the meeting and to vote
at the meeting and any adjournments or postponements of the meeting.
Please complete and sign the enclosed WHITE proxy card, which is
solicited by the Board of Directors, and mail it promptly in the enclosed
envelope. The proxy will not be used if you attend the meeting and vote in
person.
BY ORDER OF THE BOARD OF DIRECTORS
Walter Celuch
PRESIDENT AND CORPORATE SECRETARY
Clifton, New Jersey
July 27, 2004
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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CLIFTON SAVINGS BANCORP, INC.
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Clifton Savings Bancorp, Inc. ("Clifton
Savings Bancorp" or the "Company") to be used at the annual meeting of
stockholders of the Company. Clifton Savings Bancorp is the holding company for
Clifton Savings Bank, S.L.A. ("Clifton Savings" or the "Savings Bank"). The
annual meeting will be held at the [VALLEY REGENCY LOCATED AT 1129 VALLEY ROAD,
CLIFTON, NEW JERSEY] on September 7, 2004 at 9:00 a.m., local time. This proxy
statement and the enclosed WHITE proxy card are being first mailed to
stockholders of record on or about July 30, 2004.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE AT THE MEETING
You are entitled to vote your Clifton Savings Bancorp common stock only
if the records of the Company show that you held your shares as of the close of
business on July 16, 2004. As of the close of business on July 16, 2004, a total
of 30,530,470 shares of Clifton Savings Bancorp common stock were outstanding,
including 16,791,758 shares of common stock held by Clifton MHC. Each share of
common stock has one vote. The Company's Certificate of Incorporation provides
that record holders of the Company's common stock, other than Clifton MHC, who
beneficially own, either directly or indirectly, in excess of 10% of the
Company's outstanding shares are not entitled to any vote in respect of the
shares held in excess of the 10% limit.
ATTENDING THE MEETING
If you are a beneficial owner of Clifton Savings Bancorp common stock
held by a broker, bank or other nominee (I.E., in "street name"), you will need
proof of ownership to be admitted to the meeting. A recent brokerage statement
or letter from a bank or broker are examples of proof of ownership. If you want
to vote your shares of Clifton Savings Bancorp common stock held in street name
in person at the meeting, you must obtain a written proxy in your name from the
broker, bank or other nominee who is the record holder of your shares.
QUORUM AND VOTE REQUIRED
The annual meeting will be held only if there is a quorum. A quorum
exists if a majority of the outstanding shares of common stock entitled to vote
is represented at the meeting. If you return valid proxy instructions or attend
the meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.
The Company's Board of Directors consists of seven members. At this
years annual meeting, stockholders will elect two directors to serve a term of
three years. In voting on the election of directors, you may vote in favor of
all nominees, withhold votes as to all nominees, or withhold votes as to
specific
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nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election.
In voting on the approval of the Clifton Savings Bancorp, Inc. 2004
Stock-Based Incentive Plan you may vote in favor of the proposal, vote against
the proposal or abstain from voting. The Plan will be adopted immediately upon
approval of the majority of the votes eligible to be cast, excluding those
shares beneficially owned by Clifton MHC.
In voting on the ratification of the appointment of Radics & Co., LLC
as independent auditors, you may vote in favor of the proposal, vote against the
proposal or abstain from voting. The ratification of Radics & Co., LLC as
independent auditors will be decided by the affirmative vote of a majority of
the votes cast at the annual meeting. On this matter abstentions and broker
non-votes will have no effect on the voting.
VOTING BY PROXY
The Board of Directors of Clifton Savings Bancorp is sending you this
proxy statement for the purpose of requesting that you allow your shares of
Clifton Savings Bancorp common stock to be represented at the annual meeting by
the persons named in the enclosed WHITE proxy card. All shares of Clifton
Savings Bancorp common stock represented at the annual meeting by properly
executed and dated WHITE proxy cards will be voted according to the instructions
indicated on the proxy card. If you sign, date and return a WHITE proxy card
without giving voting instructions, your shares will be voted as recommended by
the Company's Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
o "FOR" BOTH OF THE NOMINEES FOR DIRECTOR;
o "FOR" APPROVAL OF THE CLIFTON SAVINGS BANCORP, INC. 2004
STOCK-BASED INCENTIVE PLAN; AND
o "FOR" RATIFICATION OF RADICS & CO., LLC AS INDEPENDENT AUDITORS.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the WHITE proxy card will
use their own best judgment to determine how to vote your shares. This includes
a motion to adjourn or postpone the annual meeting in order to solicit
additional proxies. If the annual meeting is postponed or adjourned, your
Clifton Savings Bancorp common stock may be voted by the persons named in the
WHITE proxy card on the new annual meeting date as well, unless you have revoked
your proxy. The Company does not know of any other matters to be presented at
the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Corporate Secretary of
the Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Clifton Savings Bancorp common stock is held in "street name,"
you will receive instructions from your broker, bank or other nominee that you
must follow in order to have your shares voted. Your broker, bank or other
nominee may allow you to deliver your voting instructions via the
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telephone or the Internet. Please see the instruction form provided by your
broker, bank or other nominee that accompanies this proxy statement.
PARTICIPANTS IN THE SAVINGS BANK'S ESOP OR 401(K) SAVINGS PLAN
If you participate in the Clifton Savings Bank, S.L.A. Employee Stock
Ownership Plan (the "ESOP") or if you hold shares through the Clifton Savings
Bank, S.L.A. 401(k) Savings Plan, you will receive a voting instruction form for
each plan that reflects all shares you may direct the trustees to vote on your
behalf under the plans. Under the terms of the ESOP, the ESOP trustee votes all
shares held by the ESOP, but each ESOP participant may direct the trustee how to
vote the shares of common stock allocated to his or her account. The ESOP
trustee, subject to the exercise of its fiduciary duties, will vote all
unallocated shares of Company common stock held by the ESOP and allocated shares
for which no voting instructions are received in the same proportion as shares
for which it has received timely voting instructions. Under the terms of the
401(k) Savings Plan, a participant is entitled to direct the trustee as to the
shares in the Clifton Savings Bancorp, Inc. Stock Fund credited to his or her
account. The trustee will vote all shares for which no directions are given or
for which instructions were not timely received in the same proportion as shares
for which the trustee received voting instructions. The deadline for returning
your voting instructions to each plan's trustee is August 31, 2004.
CORPORATE GOVERNANCE
GENERAL
Clifton Savings Bancorp periodically reviews its corporate governance
policies and procedures to ensure that Clifton Savings Bancorp meets the highest
standards of ethical conduct, reports results with accuracy and transparency and
maintains full compliance with the laws, rules and regulations that govern
Clifton Savings Bancorp's operations. As part of this periodic corporate
governance review, the Board of Directors reviews and adopts best corporate
governance policies and practices for Clifton Savings Bancorp.
CORPORATE GOVERNANCE POLICIES AND PROCEDURES
Clifton Savings Bancorp has adopted a corporate governance policy to
govern certain activities, including:
(1) the duties and responsibilities of each director;
(2) the composition, responsibilities and operation of the Board of
Directors;
(3) the establishment and operation of board committees;
(4) succession planning;
(5) appointing an independent lead director and convening executive
sessions of independent directors;
(6) the Board of Directors' interaction with management and third
parties; and
(7) the evaluation of the performance of the Board of Directors and of
the chief executive officer.
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CODE OF ETHICS AND BUSINESS CONDUCT
Clifton Savings Bancorp has adopted a Code of Ethics and Business
Conduct that is designed to ensure that the Company's directors, executive
officers and employees meet the highest standards of ethical conduct. The Code
of Ethics and Business Conduct requires that the Company's directors, executive
officers and employees avoid conflicts of interest, comply with all laws and
other legal requirements, conduct business in an honest and ethical manner and
otherwise act with integrity and in the Company's best interest. Under the terms
of the Code of Ethics and Business Conduct, directors, executive officers and
employees are required to report any conduct that they believe in good faith to
be an actual or apparent violation of the Code.
As a mechanism to encourage compliance with the Code of Ethics and
Business Conduct, the Company has established procedures to receive, retain and
treat complaints received regarding accounting, internal accounting controls or
auditing matters. These procedures ensure that individuals may submit concerns
regarding questionable accounting or auditing matters in a confidential and
anonymous manner. The Code of Ethics and Business Conduct also prohibits the
Company from retaliating against any director, executive officer or employee who
reports actual or apparent violations of the Code.
MEETINGS OF THE BOARD OF DIRECTORS
The Company and Clifton Savings Bank conduct business through meetings
and activities of their Boards of Directors and their committees. During the
year ended March 31, 2004, the Board of Directors of the Company, which was
formed on March 3, 2004, held two regular meetings and no special meetings and
the Board of Directors of Clifton Savings held 12 regular meetings and no
special meetings. No director attended fewer than 75% of the total meetings of
the Company's Boards of Directors and committees on which he served during the
year ended March 31, 2004, except for Messrs. Miller and Sisco.
COMMITTEES OF THE BOARD OF DIRECTORS OF CLIFTON SAVINGS BANCORP
AUDIT/COMPLIANCE COMMITTEE. The Board of Directors has a
separately-designated standing Audit/Compliance Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended. The Audit/Compliance Committee, consisting of Messrs. Miller, Peto,
Sisco and Stokes meets periodically with independent auditors and management to
review accounting, auditing, internal control structure and financial reporting
matters. This committee met once during the year ended March 31, 2004. Each
member of the Audit/Compliance Committee is independent in accordance with the
listing standards of the Nasdaq. The Board of Directors has determined that Mr.
Sisco is an audit committee financial expert under the rules of the Securities
and Exchange Commission. The Audit/Compliance Committee acts under a written
charter adopted by the Board of Directors, a copy of which is included as
APPENDIX A to this proxy statement. The report of the audit committee required
by the rules of the Securities and Exchange Commission is included in this proxy
statement. See "PROPOSAL 3-RATIFICATION OF INDEPENDENT AUDITORS-REPORT OF
AUDIT/COMPLIANCE COMMITTEE."
COMPENSATION COMMITTEE. The Compensation Committee, consisting of
Messrs. Miller, Peto, Sisco and Stokes, is responsible for all matters regarding
the Company's and the Savings Bank's employee compensation and benefit programs.
Due to the timing of the reorganization, this committee did not meet in fiscal
2004. The Savings Bank's Compensation Committee met twice during fiscal 2004.
Each member of the Compensation Committee is independent in accordance with the
listing standards of
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Nasdaq. The report of the compensation committee required by the rules of the
Securities and Exchange Commission is included in this proxy statement. See
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
NOMINATING/CORPORATE GOVERNANCE COMMITTEE. The Nominating/Corporate
Governance Committee, consisting of Messrs. Miller, Peto and Sisco, takes a
leadership role in shaping governance policies and practices including
recommending to the Board of Directors the corporate governance policies and
guidelines applicable to Clifton Savings Bancorp and monitoring compliance with
these policies and guidelines. In addition, the Nominating/Corporate Governance
Committee is responsible for identifying individuals qualified to become Board
members and recommending to the Board the director nominees for election at the
next annual meeting of stockholders. It leads the Board in its annual review of
the Board's performance and recommends director candidates for each committee
for appointment by the Board. This committee met once to recommend nominees for
election as directors at this annual meeting. Each member of the
Nominating/Corporate Governance Committee is independent in accordance with the
listing standards of the Nasdaq. The Nominating/Corporate Governance Committee
acts under a written charter adopted by the Board of Directors, a copy of which
is included as APPENDIX B to this proxy statement. The procedures of the
Nominating/Corporate Governance Committee required to be disclosed by the rules
of the Securities and Exchange Commission are included in this proxy statement.
See "NOMINATING/CORPORATE GOVERNANCE COMMITTEE PROCEDURES."
In addition, the Board of Directors [ENCOURAGES/REQUIRES] directors to
attend the annual meeting of stockholders. The Company did not hold an annual
meeting in 2003.
DIRECTORS' COMPENSATION
FEES. Each non-employee director of Clifton Savings receives a monthly
fee of $3,208. Each non-employee director of Clifton Savings Bancorp receives a
quarterly retainer of $1,500. Each member of the Clifton Savings Bancorp
Audit/Compliance Committee receives a quarterly retainer of $1,250 plus $250 for
each meeting attended.
AGREEMENT WITH FRANK J. HAHOFER. Pursuant to a Retainer Agreement for
Real Estate Inspection and Consulting Services between Mr. Hahofer and Clifton
Savings, Mr. Hahofer receives $1,368 per month for his consulting services to
Clifton Savings.
DIRECTORS' RETIREMENT PLAN. Clifton Savings maintains the Clifton
Savings Bank, S.L.A. Directors' Retirement Plan to provide directors with
supplemental retirement income. All current directors participate in the Plan
and future directors may become participants upon designation as such by the
board of directors. The plan provides benefits upon a director's retirement,
death or disability, and upon a change in control of Clifton Savings or Clifton
Savings Bancorp.
Upon their retirement following the completion of three years of
service and the attainment of age 68, participants receive an annual retirement
benefit, payable for life, equal to a percentage of the sum of the annual fees
and retainer paid (or, for employee directors, that would have been paid) during
the twelve-month period ending on the date preceding retirement. The percentage
paid as an annual benefit is determined by multiplying the participant's years
of service (up to a maximum of 10) by 10 percent.
A participant who completes a minimum of three years of service,
regardless of age, may receive death and disability benefits under the plan. If
the participant dies prior to the start of the normal retirement benefit, the
participant's surviving spouse or other designated beneficiary receives an
annual death benefit, payable over a ten-year period, equal to the sum of the
annual fees and retainer paid (or, for employee directors, that would have been
paid) to the director during the twelve-month period ending on the last day of
the month preceding the date of death. If a participant dies while receiving the
annual
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retirement benefit under the plan, the beneficiary continues to receive the same
annual benefit for ten years, minus the number of years the participant already
received the annual retirement benefit. The disability benefit under the plan
equals the sum of the annual fees and retainer paid (or, for employee directors,
that would have been paid) during the twelve-month period ending on the last day
of the month immediately preceding the participant's termination of service due
to disability. If a participant dies while receiving the annual disability
benefit, the beneficiary continues to receive the annual disability benefit for
a period of 10 years, less the number of years the participant previously
received disability benefits.
Upon the completion of one year of service, regardless of age,
participants receive a benefit upon a change in control of Clifton Savings or
Clifton Savings Bancorp. The annual change in control benefit, payable for the
life of the participant, equals the sum of the annual fees and retainer paid
(or, for employee directors, that would have been paid) to the participant
during the twelve-month period preceding the date of a termination of service
due to a change in control. If a participant dies while receiving the annual
change in control benefit, the designated beneficiary continues to receive the
annual change in control benefit for a period of fifteen years, minus the number
of years the participant had already received benefits under the plan.
The plan provides for the payment of retirement, death, disability or
change in control benefits in equal monthly installments, commencing on the
first business day of the month after the participant becomes entitled to a
benefit, or, if a director so elects, in an actuarial equivalent lump sum.
STOCK OWNERSHIP
The following table provides information as of July 16, 2004 about the
persons known to Clifton Savings Bancorp to be the beneficial owners of more
than 5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
PERCENT
NUMBER OF OF COMMON STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
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Clifton MHC 16,791,758(1) 55.0%
1433 Van Houten Avenue
Clifton, New Jersey 07015
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(1) Acquired in Clifton Savings' mutual holding company reorganization, which
was completed on March 3, 2004. The members of the board of directors of
Clifton Savings Bancorp and Clifton Savings also constitute the board of
directors of Clifton MHC.
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The following table provides information as of July 16, 2004 about the
shares of Clifton Savings Bancorp common stock that may be considered to be
beneficially owned by each director, each nominee for director and all directors
and executive officers of the Company as a group. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investment power. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the number of shares shown.
PERCENT OF
NUMBER OF SHARES COMMON STOCK
NAME OWNED OUTSTANDING(1)
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DIRECTORS
John A. Celentano, Jr. (2)
Frank J. Hahofer (3)
Thomas A. Miller
John H. Peto
Raymond L. Sisco (4)
Joseph C. Smith
John Stokes
NAMED EXECUTIVE OFFICERS WHO ARE NOT
ALSO DIRECTORS
Walter Celuch (5)
Stephen A. Hoogerhyde
Christine R. Piano, C.P.A.
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (11 PERSONS)
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* Does not exceed 1.0% of the Company's voting securities.
(1) Percentages with respect to each person or group of persons have been
calculated on the basis of 30,530,470 shares of the Company's common
stock, the number of shares of Company common stock outstanding and
entitled to vote as of July 16, 2004.
(2) Includes ______ shares held be Mr. Celentano's spouse.
(3) Includes ______ shares held jointly by Mr. Hahofer's spouse and son.
(4) Includes ______ shares held by Mr. Sisco's significant other.
(5) Includes ______ shares held jointly by Mr. Celuch's spouse and daughters.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven members, all of whom
are independent under the listing standards of the Nasdaq Stock Market except
for Mr. Celentano, Chairman of the Board and Chief Executive Officer of Clifton
Savings Bancorp and Chairman of the Board of Clifton Savings, Mr. Hahofer who is
a consultant to Clifton Savings and Mr. Smith whose construction company
provides construction services for Clifton Savings. The Board is divided into
three classes with three-year staggered terms, with approximately one-third of
the directors elected each year. The Board of Directors' nominees for election
this year, to serve for a three-year term or until their respective successors
have been elected and qualified, are Messrs. Hahofer and Stokes, each of whom is
currently a director of Clifton Savings Bancorp and Clifton Savings.
Unless you indicate on the WHITE proxy card that your shares should not
be voted for certain nominees, the Board of Directors intends that the proxies
solicited by it will be voted for the election of all of the Board's nominees.
If any nominee is unable to serve, the persons named in the WHITE proxy card
would vote your shares to approve the election of any substitute proposed by the
Board of Directors. At this time, the Board of Directors knows of no reason why
any nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF MESSRS. HAHOFER
AND STOKES.
Information regarding the Board of Directors' nominees and the
directors continuing in office is provided below. Unless otherwise stated, each
individual has held his current occupation for the last five years. The age
indicated for each individual is as of March 31, 2004. The indicated period of
service as a director includes the period of service as a director of Clifton
Savings.
BOARD NOMINEES FOR ELECTION OF DIRECTORS
FRANK J. HAHOFER is a retired textile engraver. Age 90. Director since
1942.
JOHN STOKES has been a General Partner at O.I.R. Realty Co., a real
estate investment company since 1980. From 1978 to 1992, Mr. Stokes was a
General Partner at Brigadier Realty, a real estate investment company. Age 74.
Director since 2001.
DIRECTORS CONTINUING IN OFFICE
THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2005:
JOHN A. CELENTANO, JR. has served as the Chairman of the Board and
Chief Executive Officer of Clifton Savings Bancorp since March 2004 and as
Chairman of the Board of Clifton Savings, as an employee, since 2003. Prior to
April 2003, Mr. Celentano was also a partner at the law firm of Celentano,
Stadtmauer & Walentowicz, L.L.P. Mr. Celentano and Mr. Smith are first cousins.
Age 69. Director since 1962.
THOMAS A. MILLER is the owner of The T.A. Miller & Co., Inc. a full
service marketing research organization servicing the pharmaceutical industry
located in Clifton, New Jersey. Age 66. Director since 1990.
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THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2006:
JOHN H. PETO is the retired owner of The Peto Agency, a real estate and
insurance broker located in Clifton, New Jersey. Age 58. Director since 1995.
RAYMOND L. SISCO is the President of Cin Ray Realty, Inc. located in
Ramsey, New Jersey and the Vice Chairman of the Board of Directors of Clifton
Savings Bancorp and Clifton Savings. Age 72. Director since 1995.
JOSEPH C. SMITH is the President of Smith-Sondy Asphalt Construction
Co., a paving construction company located in Wallington, New Jersey. Mr. Smith
and Mr. Celentano are first cousins. Age 51. Director since 1994.
NAMED EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
WALTER CELUCH has been President and Corporate Secretary of Clifton
Savings Bancorp since March 2004 and President, Chief Executive Officer and
Secretary of Clifton Savings since January 1999. From October 1987 until
December 1998, Mr. Celuch served as the Senior Vice President and Chief
Financial Officer of Clifton Savings. Mr. Celuch has served with Clifton Savings
for over 15 years. Age 56.
STEPHEN A. HOOGERHYDE has been Executive Vice President and Chief
Lending Officer of Clifton Savings since March 2003 and April 2002,
respectively. Mr. Hoogerhyde served as Senior Vice President from April 2002
until March 2003. Prior to April 2002, Mr. Hoogerhyde served Clifton Savings as
Vice President and Mortgage Officer. Mr. Hoogerhyde has served with Clifton
Savings for over 17 years. Age 49.
CHRISTINE R. PIANO, a certified public accountant, has been Chief
Financial Officer and Treasurer of Clifton Savings Bancorp since March 2004 and
Executive Vice President and Chief Financial Officer of Clifton Savings since
April 2003 and March 1999, respectively. Ms. Piano served as Vice President from
March 2000 to April 2003 and as Assistant Vice President from March 1999 to
March 2000. Prior to 1999, Ms. Piano was a Manager at Radics & Co., LLC, an
accounting and auditing firm. Age 40.
PROPOSAL 2 -- APPROVAL OF THE CLIFTON SAVINGS BANCORP, INC.
2004 STOCK-BASED INCENTIVE PLAN
The Board of Directors of the Company is presenting for stockholder
approval the Clifton Savings Bancorp, Inc. 2004 Stock-Based Incentive Plan, in
the form attached to this proxy statement as Appendix C. The purpose of the plan
is to attract and retain qualified personnel in key positions, provide officers,
employees and non-employee directors of Clifton Savings Bancorp and Clifton
Savings with a proprietary interest in the Company as an incentive to contribute
to the success of Clifton Savings Bancorp, promote the attention of management
to other stockholder's concerns, and reward employees for outstanding
performance. The following is a summary of the material terms of the plan, which
is qualified in its entirety by the complete text of the plan.
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EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2003
- ----------------------------------------------------------------------------------------------------------------
PLAN CATEGORY NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE EXERCISE PRICE OF REMAINING AVAILABLE FOR
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
WARRANTS AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED IN
COLUMN (A))
(A) (B) (C)
- ----------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION N/A N/A N/A
PLANS APPROVED BY SECURITY
HOLDERS
- ----------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION N/A N/A N/A
PLANS NOT APPROVED BY
SECURITY HOLDERS
- --------------------------------------------------------------------------------------------------------------
TOTAL N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------
PROPOSED ACTION REGARDING THE 2004 STOCK-BASED INCENTIVE PLAN
At the annual meeting, shareholders will be asked to approve the
Clifton Savings Bancorp, Inc. 2004 Stock-Based Incentive Plan (the "2004 Plan").
The board of directors adopted the 2004 Plan, subject to shareholder approval,
on July 7, 2004.
Clifton Savings Bancorp believes that incentives and stock-based awards
will further focus employees and directors on the dual objectives of creating
shareholder value and promoting the company's success, and that the 2004 Plan
will help to attract, retain and motivate valued employees and directors. The
board of directors also believes that the 2004 Plan will promote the interests
of Clifton Savings Bancorp and its shareholders and that it will give the
company flexibility to provide incentives based on the attainment of corporate
objectives and increases in shareholder value.
SUMMARY DESCRIPTION OF THE 2004 PLAN
The principal terms of the 2004 Plan are summarized below. The
following summary is qualified in its entirety by the full text of the 2004
Plan, which appears as Appendix C to this proxy statement.
PURPOSES OF THE 2004 PLAN. The purposes of the 2004 Plan are to provide
incentives and rewards to those employees and directors largely responsible for
the success and growth of Clifton Savings Bancorp and its affiliates, and to
assist in attracting and retaining directors, executives and other key employees
with experience and ability.
ADMINISTRATION. The Compensation Committee of the board of directors
will administer the 2004 Plan. The board of directors or the committee may also
delegate some or all of its authority with respect to the 2004 Plan to certain
officers of Clifton Savings Bancorp to provide them with limited authority to
grant awards to employees, provided that no officer may designate himself or
herself as an award recipient. (The appropriate acting body, be it the board,
the committee or a designated officer, is referred to in this proposal as the
"Administrator.")
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The Administrator has broad authority under the 2004 Plan with respect
to awards granted under the 2004 Plan, including, without limitation, the
authority to:
o select the individuals to receive awards under the 2004 Plan;
o determine the type, number, vesting requirements and other
features and conditions of individual awards; and
o interpret the 2004 Plan and award agreements issued with respect
to individual awards (see below).
Each award granted under the 2004 Plan will be evidenced by a written
award agreement that sets forth the terms and conditions of each award and may
include additional provisions and restrictions as determined by the
Administrator.
ELIGIBILITY. Persons eligible to receive awards under the 2004 Plan
include directors, officers and employees of Clifton Savings Bancorp and its
affiliates. All of the Company's directors, officers and employees (including
all of the named executive officers of Clifton Savings Bancorp) are presently
considered eligible for awards under the 2004 Plan.
AUTHORIZED SHARES; LIMITS ON AWARDS. The maximum number of shares of
Clifton Savings Bancorp common stock that may be delivered pursuant to awards
under the 2004 Plan is 3,434,678 shares. The following additional share limits
are also contained in the 2004 Plan:
o The Company may grant a maximum of 2,453,341 shares of common
stock as stock options.
o The Company may grant a maximum of 981,337 shares of common
stock as restricted stock awards, including stock bonuses and
similar awards based on the satisfaction of performance
criteria.
All awards under the Plan will also comply with Office of Thrift
Supervision regulations governing stock benefit plans implemented within twelve
months following a mutual holding company reorganization.
To the extent that Clifton Savings Bancorp settles an award in cash or
a form other than shares of common stock, the shares that would have been
delivered had there been no cash or other settlement will not count against the
shares remaining available for issuance under the plan. Shares that are subject
to or underlie awards that expire for any reason or are cancelled, terminated or
forfeited, fail to vest, or for any other reason are not paid or delivered under
the 2004 Plan will again become available for subsequent awards under the plan.
If Clifton Savings Bancorp allows a participant to exchange shares or withholds
shares to satisfy tax withholding obligations under the 2004 Plan, those shares
also will be available for subsequent awards under the 2004 Plan.
TYPES OF AWARDS. The 2004 Plan authorizes grants of stock options,
restricted stock awards and similar rights to purchase or acquire shares. The
2004 Plan retains flexibility to offer competitive incentives and to tailor
benefits to specific needs and circumstances. Any award may be paid or settled
in cash, if the terms of the award so provide.
A stock option gives the recipient the right to purchase shares of
Clifton Savings Bancorp common stock at a future date at a specified price per
share (the "exercise price"). The per share exercise price of a stock option may
not be less than the fair market value of a share of Clifton Savings Bancorp
common stock on the date of grant. Stock options have a maximum term of ten
years from the date of
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grant. Incentive stock options granted under the plan must comply with
additional restrictions under Section 422 of the Code as set forth in the Plan.
(See --"FEDERAL INCOME TAX TREATMENT OF AWARDS UNDER THE 2004 STOCK-BASED
INCENTIVE PLAN," below).
A restricted stock award is a grant of a certain number of shares of
common stock subject to the lapse of certain restrictions (such as continued
service) determined by the Administrator. Participants may receive dividends and
other distributions declared and paid on the shares and may also vote any
unvested shares subject to their restricted stock awards.
The 2004 Plan also gives Clifton Savings Bancorp some discretion to
grant other types of awards under the 2004 Plan, including stock appreciation
rights, stock bonuses, dividend equivalents or similar rights to purchase or
acquire shares, whether at a fixed or variable price or ratio related to the
common stock, upon the passage of time, the occurrence of one or more events,
the satisfaction of performance criteria or other conditions. The Company may
grant these awards subject to the terms of the 2004 Plan and any applicable
requirements under the Internal Revenue Code.
PAYMENTS AND DEFERRALS. Clifton Savings Bancorp may make payment for
awards in the form of cash, common stock or combinations thereof as determined
by the Administrator. The Administrator may provide for the deferred payment of
awards and may determine other terms applicable to deferrals. The Administrator
may provide that deferred settlements include the payment or crediting of
interest or other earnings on the deferred amounts, or the payment or crediting
of dividend equivalents where the deferred amounts are denominated in shares.
EFFECT OF TERMINATION OF SERVICE ON AWARDS. Generally, the
Administrator will establish, in the applicable award agreement, the effect of a
termination of employment or service on outstanding awards under the 2004 Plan.
The Administrator may make appropriate distinctions based upon the cause of
termination and the type of award.
ACCELERATION OF AWARDS. Under circumstances that constitute a change in
control of Clifton Savings Bancorp (as described in the 2004 Plan), outstanding
awards under the 2004 Plan will accelerate and become fully vested or payable to
recipients, as applicable.
TRANSFER RESTRICTIONS. Subject to certain exceptions contained in
Section 6 of the 2004 Plan, recipients may not transfer awards under the 2004
Plan other than by will or the laws of descent and distribution. Generally, only
the recipient may exercise or purchase shares subject to an award during the
recipient's lifetime, and the Company will pay any amounts payable or issue
shares pursuant to an award only to the recipient or the recipient's beneficiary
or legal representative.
ADJUSTMENTS. As is customary in stock-based incentive plans of this
nature, each share limit and the number and kind of shares available under the
2004 Plan and any outstanding awards, as well as the exercise or purchase prices
of awards, and performance standards applicable to certain types of awards, are
subject to proportional adjustment in the event of certain reorganizations,
mergers, combinations, recapitalizations, stock splits, stock dividends or
similar events that change the number or kind of shares outstanding, and in the
case of extraordinary dividends or distributions of property to the
stockholders.
AMENDMENT OR TERMINATION OF THE 2004 STOCK-BASED INCENTIVE PLAN. The
board may generally amend or terminate the 2004 Plan at any time and in any
manner, except that the board may not amend the 2004 Plan or awards to reprice
stock options. Shareholder approval of an amendment will be required only to the
extent then required by applicable law or the listing standards of any national
securities exchange or national securities market where Clifton Savings Bancorp
common stock is traded
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or as required under Sections 162 of the Code to preserve the intended tax
consequences of the plan. For example, the Company must obtain shareholder
approval for any amendment that proposes to increase the maximum number of
shares that may be delivered with respect to awards granted under the 2004 Plan.
Adjustments as a result of stock splits or similar events, however, do not
require shareholder approval. Unless terminated earlier by the board, the
authority to grant new awards under the 2004 Plan will terminate on September 6,
2014. Outstanding awards, as well as the Administrator's authority with respect
to such awards, will generally continue following the expiration or termination
of the 2004 Plan. Generally, the Company must obtain an award recipient's
consent for any plan amendment that materially and adversely affects the
recipient.
FEDERAL INCOME TAX TREATMENT OF AWARDS UNDER THE 2004 STOCK-BASED INCENTIVE PLAN
The following discussion of the general tax principles applicable to
the 2004 Plan summarizes the federal income tax consequences of the 2004 Plan
under current federal law, which is subject to change at any time. This summary
is not intended to be exhaustive and, among other considerations, does not
describe state or local tax consequences.
NONSTATUTORY STOCK OPTIONS. The optionee generally recognizes taxable
income in an amount equal to the difference between the option exercise price
and the fair market value of the shares at the time of exercise. The Company
will receive a tax deduction equal to the ordinary income recognized by the
optionee. Employees exercising non-statutory stock options are also subject to
federal, state, and local (if any) tax withholding on the option income. Outside
directors are not subject to tax withholding. Stock appreciation rights are
generally taxed to the recipient and deductible by the Company in substantially
the same manner as nonqualified stock options.
INCENTIVE STOCK OPTIONS. The optionee generally does not recognize
income upon exercise of an incentive stock option. If the optionee does not
dispose of the common stock acquired upon exercise for the required holding
periods of two years from the date of grant and one year from the date of
exercise, income from a subsequent sale of the shares is treated as a capital
gain for tax purposes. However, if the optionee disposes of the shares prior to
the expiration of the required holding periods, the optionee has made a
disqualifying disposition of the stock. Upon a disqualifying disposition, the
optionee will recognize taxable income equal to the difference between the
option exercise price and the fair market value of the Company common stock on
the date of exercise, and the Company will receive a tax deduction equal to the
ordinary income recognized by the optionee. Currently, the Internal Revenue
Service does not require tax withholding on disqualifying dispositions.
RESTRICTED STOCK. Generally, the recipient of a restricted stock award
recognizes ordinary income, and Clifton Savings Bancorp is entitled to a
corresponding deduction, equal to the fair market value of the stock upon the
lapse of any transfer or forfeiture restrictions placed on the shares (i.e.,
upon vesting of the shares). A restricted stock award recipient who makes an
election under Section 83(b) of the Internal Revenue Code, however, recognizes
ordinary income equal to the fair market value of the stock at the time of
grant, rather than at the time restrictions lapse, and the Company is entitled
to a corresponding deduction at that time. If the recipient makes a Section
83(b) election, there are no further federal income tax consequences to either
the recipient or the Company at the time any applicable transfer or forfeiture
restrictions lapse.
With respect to the other awards authorized under the 2004 Plan, cash
and stock-based performance awards, bonuses, dividend equivalents and other
types of awards are generally subject to tax at the time of payment.
Compensation otherwise deferred is taxed when paid to the recipient. In each of
these cases, Clifton Savings Bancorp receives a corresponding deduction at the
time the participant recognizes ordinary income.
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SHAREHOLDER APPROVAL AND EFFECTIVE DATE OF THE 2004 STOCK-BASED INCENTIVE PLAN
The 2004 Plan will become effective upon approval of the majority of
the votes eligible to be cast, excluding those shares beneficially owned by
Clifton MHC.
SPECIFIC BENEFITS UNDER THE 2004 STOCK-BASED INCENTIVE PLAN
Clifton Savings Bancorp has not approved any awards under the 2004 Plan
that are conditioned upon shareholder approval of the 2004 Plan and is not
currently considering any specific awards or grants under the 2004 Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
CLIFTON SAVINGS BANCORP, INC. 2004 STOCK-BASED INCENTIVE PLAN.
PROPOSAL 3 -- RATIFICATION OF INDEPENDENT AUDITORS
The Audit/Compliance Committee of the Board of Directors has appointed
Radics & Co., LLC to be the Company's independent auditors for the 2005 fiscal
year, subject to ratification by stockholders. A representative of Radics & Co.,
LLC is expected to be present at the annual meeting to respond to appropriate
questions from stockholders and will have the opportunity to make a statement
should he or she desire to do so.
If the ratification of the appointment of the independent auditors is
not approved by a majority of the votes cast by stockholders at the annual
meeting, the Audit/Compliance Committee will consider other independent
auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.
AUDIT FEES
The following table sets forth the fees billed to the Company for the
fiscal years ending March 31, 2003 and 2004 by Radics & Co., LLC:
2003 2004
------- --------
Audit fees............................ $51,337 $62,200
Audit related fees.................... $ - $ -
Tax fees(1)........................... $ 9,000 $ 8,500
All other fees(2)..................... $10,500 $82,000
-------------
(1) Consists of tax filing fees.
(2) Represents fees paid in connection with the reorganization
of Clifton Savings into the mutual holding company form of
organization (fiscal 2004) and internal loan compliance
procedures (fiscal 2003).
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POLICY ON AUDIT/COMPLIANCE COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE
NON-AUDIT SERVICES OF INDEPENDENT AUDITOR
The Audit/Compliance Committee is responsible for appointing, setting
compensation, and overseeing the work of the independent auditor. In accordance
with its charter, the Audit/Compliance Committee approves, in advance, all audit
and permissible non-audit services to be performed by the independent auditor.
Such approval process ensures that the external auditor does not provide any
non-audit services to the Company that are prohibited by law or regulation.
In addition, the Audit/Compliance Committee has established a policy
regarding pre-approval of all audit and permissible non-audit services provided
by the independent auditor. Requests for services by the independent auditor for
compliance with the auditor services policy must be specific as to the
particular services to be provided.
The request may be made with respect to either specific services or a
type of service for predictable or recurring services.
During the year ended March 31, 2004, all services were approved, in
advance, by the Audit/Compliance Committee in compliance with these procedures.
REPORT OF THE AUDIT/COMPLIANCE COMMITTEE
The Company's management is responsible for the Company's internal
controls and financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those financial
statements with generally accepted accounting principles. The Audit/Compliance
Committee oversees the Company's internal controls and financial reporting
process on behalf of the Board of Directors.
In this context, the Audit/Compliance Committee has met and held
discussions with management and the independent auditors. Management represented
to the Audit/Compliance Committee that the Company's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the Audit/Compliance Committee has reviewed and discussed the
consolidated financial statements with management and the independent auditors.
The Audit/Compliance Committee discussed with the independent auditors matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit/Compliance Committees), including the quality, not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements.
In addition, the Audit/Compliance Committee has received the written
disclosures and the letter from the independent auditors required by the
Independence Standards Board Standard No. 1 (Independence Discussions With
Audit/Compliance Committees) and has discussed with the independent auditors the
auditors' independence from the Company and its management. In concluding that
the auditors are independent, the Audit/Compliance Committee considered, among
other factors, whether the non-audit services provided by the auditors were
compatible with its independence.
The Audit/Compliance Committee discussed with the Company's independent
auditors the overall scope and plans for their audit. The Audit/Compliance
Committee meets with the independent auditors, with and without management
present, to discuss the results of their examination, their evaluation of the
Company's internal controls, and the overall quality of the Company's financial
reporting.
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In performing all of these functions, the Audit/Compliance Committee
acts only in an oversight capacity. In its oversight role, the Audit/Compliance
Committee relies on the work and assurances of the Company's management, which
has the primary responsibility for financial statements and reports, and of the
independent auditors who, in their report, express an opinion on the conformity
of the Company's financial statements to generally accepted accounting
principles. The Audit/Compliance Committee's oversight does not provide it with
an independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or policies, or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit/Compliance
Committee's considerations and discussions with management and the independent
auditors do not assure that the Company's financial statements are presented in
accordance with generally accepted accounting principles, that the audit of the
Company's consolidated financial statements has been carried out in accordance
with generally accepted auditing standards or that the Company's independent
auditors are in fact "independent."
In reliance on the reviews and discussions referred to above, the
Audit/Compliance Committee recommended to the Board of Directors, and the board
has approved, that the audited consolidated financial statements be included in
the Company's Annual Report on Form 10-K for the year ended March 31, 2004 for
filing with the Securities and Exchange Commission. The Audit/Compliance
Committee and the Board of Directors also have approved, subject to stockholder
ratification, the selection of the Company's independent auditors.
AUDIT/COMPLIANCE COMMITTEE THE BOARD OF DIRECTORS
OF CLIFTON SAVINGS BANCORP, INC.
RAYMOND L. SISCO, CHAIRMAN
THOMAS A. MILLER
JOHN H. PETO
JOHN STOKES
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following information is provided for John A. Celentano, Jr., the
Chairman of the Board and Chief Executive Officer, Walter Celuch, the President
and Corporate Secretary, Stephen A. Hoogerhyde, the Executive Vice President and
Chief Lending Officer of the Savings Bank and Christine R. Piano, CPA, Chief
Financial Officer and Treasurer of Clifton Savings Bancorp. No other executive
officer of Clifton Savings Bancorp or the Savings Bank received a salary and
bonus of $100,000 or more during the year ended March 31, 2004.
ANNUAL COMPENSATION(1)
---------------------------------------
NAME AND POSITION ALL OTHER
YEAR SALARY(2) BONUS COMPENSATION(3)
- ---------------------- ---------- -------------- ------------ -----------------
John A. Celentano, Jr. 2004 $356,437 -- --
Chairman of the Board and 2003 46,097 -- --
Chief Executive Officer 2002 38,168 -- --
Walter Celuch 2004 $182,629 $6,860 $3,492
President, Chief Executive Officer 2003 166,850 7,213 3,523
and Secretary 2002 157,495 7,490 3,712
Stephen Hoogerhyde 2004 $105,341 $4,152 $2,464
Executive Vice President and Chief 2003 98,695 4,365 2,319
Lending Officer of the Savings Bank 2002 93,534 4,619 2,209
Christine R. Piano, CPA 2004 $94,317 $13,724 $2,431
Chief Financial Officer and Treasurer 2003 88,088 3,915 2,070
2002 81,750 4,000 1,929
- -------------------
(1) Does not include the aggregate amount of perquisites or other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(2) Includes Board of Directors and Committee fees.
(3) Represents matching contributions under Clifton Savings Bank's 401(k) Plan.
EMPLOYMENT AGREEMENTS
Clifton Savings Bancorp and Clifton Savings have entered into
employment agreements with Messrs. Celentano and Celuch. The employment
agreements are designed to encourage the continued services of Messrs. Celentano
and Celuch, as the continued success of Clifton Savings Bancorp and Clifton
Savings will depend to a significant degree on their skills and competence.
Each employment agreement provides for a three-year term. The term of
the employment agreement with Clifton Savings Bancorp extends on a daily basis
until the Board of Directors or the executive provides written notice of
non-renewal, and the term of the employment agreement with Clifton Savings is
subject to annual renewal by the Board of Directors. The Board of Directors
reviews the executives' base salaries annually. The employment agreements
provide for a base salary, subject to increase, for Mr. Celentano of $347,438
and for Mr. Celuch of $180,000. In addition to base salary, the employment
agreements provide for, among other things, the executives' participation in
stock-based benefit plans and the provision of certain fringe benefits
applicable to executive personnel. The employment agreements also provide for
termination of the executives by Clifton Savings Bancorp or Clifton Savings for
just cause, as defined in the respective employment agreements, at any time.
Upon a
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termination for just cause, Clifton Savings Bancorp and Clifton Savings will
make no further payments under the employment agreements. However, if Clifton
Savings Bancorp or Clifton Savings terminates Messrs. Celentano or Celuch for
reasons other than just cause, or if they resign under specified circumstances
that constitute constructive termination, the executives, or if they should die,
their beneficiaries, will receive base salary and contributions to any employee
benefit plans that would have been paid or contributed on their behalf for the
remaining term of the employment agreement. Clifton Savings Bancorp and Clifton
Savings will also continue the executives' health and welfare benefits for the
remaining term of the agreement. Upon a termination of employment for reasons
other than cause or a change in control, the agreements will require Messrs.
Celentano and Celuch to adhere to a one-year non-competition provision.
If Messrs. Celentano or Celuch are involuntarily terminated in
connection with a change in control, or if they voluntarily terminate employment
following a change in control under certain circumstances specified in the
employment agreements, they or their beneficiaries will receive a severance
payment equal to three times their average annual compensation over the five
preceding tax years (or if they are employed less than five years, their years
of employment). Clifton Savings Bancorp and Clifton Savings will also continue
the executives' health and welfare benefit coverage for thirty-six months
following their termination.
Under applicable law, the Internal Revenue Service may impose an excise
tax on change in control-related payments that equal or exceed three times each
executive's average annual compensation over the five years preceding the change
in control. This excise tax would equal 20% of the amount that exceeds one times
the executive's average compensation over the preceding five tax years.
Therefore, in order to prevent the imposition of the excise tax, each employment
agreement will limit payments to the executive to an amount that is one dollar
less than three times the executive's average annual compensation.
Clifton Savings Bancorp and Clifton Savings are jointly responsible for
payments made to Messrs. Celentano and Celuch under the employment agreements,
although Clifton Savings Bancorp guarantees any payments not made by Clifton
Savings. Clifton Savings Bancorp or Clifton Savings will also pay or reimburse
all reasonable costs and legal fees incurred by Messrs. Celentano or Celuch in
relation to any dispute or question of interpretation involving their employment
agreements, if they succeed on the merits in a legal judgment, arbitration or
settlement proceeding. The employment agreements provide further that Clifton
Savings Bancorp or Clifton Savings will indemnify the executives to the fullest
extent legally permissible for all expenses and liabilities they incur in
connection with any legal proceedings related to their roles as officers or
directors.
CHANGE IN CONTROL AGREEMENTS. Clifton Savings entered into change in
control agreements with Messrs. D'Ambra and Hoogerhyde and Ms. Piano. Each
change in control agreement has a two-year term, subject to renewal on an annual
basis. If, following a change in control of Clifton Savings Bancorp or Clifton
Savings, an officer is terminated without cause, or the officer voluntarily
resigns upon the occurrence of circumstances specified in the agreements, the
officer will receive a severance payment under the agreements equal to two times
the officer's average annual compensation for the five most recent taxable
years. Clifton Savings will also continue health and welfare benefit coverage
for twenty-four months following termination of employment.
BENEFIT PLANS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Clifton Savings has implemented
a supplemental executive retirement plan to provide for supplemental retirement
benefits with respect to its employee stock ownership plan and the 401(k)
savings plan. The plan provides participating executives
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with benefits otherwise limited by certain provisions of the Internal Revenue
Code or the terms of the employee stock ownership plan loan. Specifically, the
plan provides benefits to eligible officers (those designated by the Board of
Directors of Clifton Savings) that cannot be provided under the 401(k) plan or
the employee stock ownership plan as a result of limitations imposed by the
Internal Revenue Code, but that would have been provided under the plans, but
for these Internal Revenue Code limitations. In addition to providing for
benefits lost under tax-qualified plans as a result of the Internal Revenue Code
limitations, the plan also provides supplemental benefits upon a change of
control prior to the scheduled repayment of the employee stock ownership plan
loan. Generally, upon a change in control, the supplemental executive retirement
plan will provide participants with a benefit equal to what they would have
received under the employee stock ownership plan, had they remained employed
throughout the term of the loan, less the benefits actually provided under the
plan on the participant's behalf. A participant's benefits generally become
payable upon a change in control of Clifton Savings and Clifton Savings Bancorp.
Messrs. Celentano and Celuch currently participate in the supplemental executive
retirement plan.
RETIREMENT AGREEMENT. Clifton Savings entered into a retirement
agreement with Kenneth Van Saders, a former executive officer, effective as of
July 24, 1996, which continues in effect. Under the retirement agreement, Mr.
Van Saders receives an annual payment of $35,000 per year, payable on a monthly
basis. Clifton Savings has agreed to make the annual retirement payments for the
life of Mr. Van Saders. Upon Mr. Van Saders' death, Clifton Savings will make
the annual payments to his spouse through the earliest of (1) the date that is
10 years after the first payment to Mr. Van Saders or (2) the date of death of
his spouse. In addition, for the lifetime of Mr. Van Saders and his spouse,
Clifton Savings will continue their health insurance coverage. Currently, the
health insurance coverage provided by Clifton Savings supplements the primary
coverage provided through the Medicare program.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is a report of the Compensation Committee of the Board of
Directors regarding executive compensation. The Compensation Committee's
membership and duties are described on Page 4.
COMPENSATION POLICIES
COMPENSATION POLICIES.
COMPONENTS OF EXECUTIVE COMPENSATION
BASE SALARIES
ANNUAL CASH INCENTIVE AWARDS.
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JOHN A. CELENTANO, JR. - CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER COMPENSATION.
THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS OF CLIFTON SAVINGS BANCORP, INC.
THOMAS A. MILLER, CHAIRMAN
RAYMOND L. SISCO
JOHN STOKES
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company or the Savings Bank serves or has
served as a member of the compensation committee of another entity, one of whose
executive officers serves on the Compensation Committee of the Company or the
Savings Bank. No executive officer of the Company or the Bank serves or has
served as a director of another entity, one of whose executive officers serves
on the Compensation Committee of the Company or the Savings Bank.
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STOCK PERFORMANCE GRAPH
THE FOLLOWING GRAPH COMPARES THE CUMULATIVE TOTAL SHAREHOLDER RETURN ON
THE COMPANY'S COMMON STOCK WITH THE CUMULATIVE TOTAL RETURN ON THE NASDAQ STOCK
MARKET INDEX (U.S. COMPANIES) AND WITH THE SNL ALL THRIFTS INDEX. TOTAL RETURN
ASSUMES THE REINVESTMENT OF ALL DIVIDENDS. THE GRAPH ASSUMES $100 WAS INVESTED
AT THE CLOSE OF BUSINESS ON MARCH 4, 2004, THE INITIAL DAY OF TRADING OF THE
COMPANY'S COMMON STOCK.
[GRAPH OMITTED]
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
SUMMARY
03/04/04 3/11/04 3/18/04 3/25/07 3/31/04
-------- ------- ------- ------- -------
CLIFTON SAVINGS BANCORP, INC. 100.00 112.49 112.65 108.49 109.80
NASDAQ STOCK MARKET INDEX 100.00 94.60 95.51 95.74 97.07
SNL ALL THRIFTS INDEX 100.00 98.36 98.94 97.18 99.02
SNL MHC THRIFT INDEX 100.00 98.58 98.84 96.27 98.81
NOTES:
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A. The lines represent monthly index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighed daily, using the market capitalization
on the previous tading day.
C. If the monthly interval, based on the fiscal year-end is not a
trading day, the preceding trading day is used.
- --------------------------------------------------------------------------------
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Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely on the Company's review of copies of the reports it has
received and written representations provided to it from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Clifton Savings Bancorp common stock during the year ended March
31, 2004,
TRANSACTIONS WITH MANAGEMENT
LOANS AND EXTENSIONS OF CREDIT. The Sarbanes-Oxley Act generally
prohibits loans by Clifton Savings to its executive officers and directors.
However, the Sarbanes-Oxley Act contains a specific exemption from such
prohibition for loans by Clifton Savings to its executive officers and directors
in compliance with federal banking regulations. Federal regulations require that
all loans or extensions of credit to executive officers and directors of insured
institutions must be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and must not involve more than the normal risk
of repayment or present other unfavorable features. Clifton Savings is therefore
prohibited from making any new loans or extensions of credit to executive
officers and directors at different rates or terms than those offered to the
general public, except for loans made pursuant to programs generally available
to all employees. Notwithstanding this rule, federal regulations permit Clifton
Savings to make loans to executive officers and directors at reduced interest
rates if the loan is made under a benefit program generally available to all
other employees and does not give preference to any executive officer or
director over any other employee.
In addition, loans made to a director or executive officer in an amount
that, when aggregated with the amount of all other loans to the person and his
or her related interests, are in excess of the greater of $25,000 or 5% of
Clifton Savings' capital and surplus, up to a maximum of $500,000, must be
approved in advance by a majority of the disinterested members of the Board of
Directors.
OTHER TRANSACTIONS. Mr. Smith's paving construction company
occasionally provides construction services for Clifton Savings. In fiscal 2004,
Clifton Savings paid a total of $269,000 to Mr. Smith's paving construction
company. This amount did not represent more than 5% of the gross revenues that
Mr. Smith's paving construction company earned during fiscal 2004.
Celentano, Stadtmauer & Walentowicz, L.L.P., Attorneys at Law, of which
Mr. Celentano was a partner through March 2003, performs legal services for
Clifton Savings. In fiscal 2004, Clifton Savings paid a total of $27,100 in
legal fees to Mr. Celentano's former firm. This amount did not represent more
than 5% of the gross revenues that Mr. Celentano's former firm earned during
fiscal 2004.
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NOMINATING/CORPORATE GOVERNANCE COMMITTEE PROCEDURES
GENERAL
It is the policy of the Nominating/Corporate Governance Committee of
the Board of Directors of Company to consider director candidates recommended by
shareholders who appear to be qualified to serve on the Company's Board of
Directors. The Nominating/Corporate Governance Committee may choose not to
consider an unsolicited recommendation if no vacancy exists on the Board of
Directors and the Nominating/Corporate Governance Committee does not perceive a
need to increase the size of the Board of Directors. In order to avoid the
unnecessary use of the Nominating/Corporate Governance Committee's resources,
the Nominating/Corporate Governance Committee will consider only those director
candidates recommended in accordance with the procedures set forth below.
PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS
To submit a recommendation of a director candidate to the
Nominating/Corporate Governance Committee, a shareholder should submit the
following information in writing, addressed to the Chairman of the
Nominating/Corporate Governance Committee, care of the Corporate Secretary, at
the main office of the Company:
1. The name of the person recommended as a director candidate;
2. All information relating to such person that is required to be
disclosed in solicitations of proxies for election of
directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended;
3. The written consent of the person being recommended as a
director candidate to being named in the proxy statement as a
nominee and to serving as a director if elected;
4. As to the shareholder making the recommendation, the name and
address, as they appear on the Company's books, of such
shareholder; provided, however, that if the shareholder is not
a registered holder of the Company's common stock, the
shareholder should submit his or her name and address along
with a current written statement from the record holder of the
shares that reflects ownership of the Company's common stock;
and
5. A statement disclosing whether such shareholder is acting with
or on behalf of any other person and, if applicable, the
identity of such person.
In order for a director candidate to be considered for nomination at
the Company's annual meeting of shareholders, the recommendation must be
received by the Nominating/Corporate Governance Committee at least 120 calendar
days prior to the date the Company's proxy statement was released to
shareholders in connection with the previous year's annual meeting, advanced by
one year.
MINIMUM QUALIFICATIONS
The Nominating/Corporate Governance Committee has adopted a set of
criteria that it considers when it selects individuals to be nominated for
election to the Board of Directors. First a candidate must meet the eligibility
requirements set forth in the Company's bylaws, which include a residency
requirement and a requirement that the candidate not have been subject to
certain criminal or regulatory actions. A candidate also must meet any
qualification requirements set forth in any Board or committee governing
documents.
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The Nominating/Corporate Governance Committee will consider the
following criteria in selecting nominees: financial, regulatory and business
experience; familiarity with and participation in the local community;
integrity, honesty and reputation; dedication to the Company and its
stockholders; independence; and any other factors the Nominating/Corporate
Governance Committee deems relevant, including age, diversity, size of the Board
of Directors and regulatory disclosure obligations.
In addition, prior to nominating an existing director for re-election
to the Board of Directors, the Nominating/Corporate Governance Committee will
consider and review an existing director's Board and committee attendance and
performance; length of Board service; experience, skills and contributions that
the existing director brings to the Board; and independence.
PROCESS FOR IDENTIFYING AND EVALUATING NOMINEES
The Nominating/Corporate Governance Committee process that it follows
when it identifies and evaluates individuals to be nominated for election to the
Board of Directors is as follows:
IDENTIFICATION. For purposes of identifying nominees for the Board of
Directors, the Nominating/Corporate Governance Committee relies on personal
contacts of the committee and other members of the Board of Directors as well as
its knowledge of members of Clifton Savings Bank's local communities. The
Nominating/Corporate Governance Committee will also consider director candidates
recommended by shareholders in accordance with the policy and procedures set
forth above. The Nominating/Corporate Governance Committee has not previously
used an independent search firm in identifying nominees.
EVALUATION. In evaluating potential nominees, the Nominating/Corporate
Governance Committee determines whether the candidate is eligible and qualified
for service on the Board of Directors by evaluating the candidate under the
selection criteria set forth above. In addition, the Nominating/Corporate
Governance Committee will conduct a check of the individual's background and
interview the candidate.
SUBMISSION OF BUSINESS PROPOSALS AND STOCKHOLDER NOMINATIONS
The Company must receive proposals that stockholders seek to include in
the proxy statement for the Company's next annual meeting no later than March
28, 2005. If next year's annual meeting is held on a date more than 30 calendar
days from September 7, 2005, a stockholder proposal must be received by a
reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any stockholder proposals will be subject
to the requirements of the proxy rules adopted by the Securities and Exchange
Commission.
The Company's Bylaws provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 30 days prior to the
date of the annual meeting; provided that if less than 40 days' notice or prior
public disclosure of the date of the annual meeting is given to stockholders,
such notice must be received not later than the close of the 10th day following
the day on which notice of the date of the annual meeting was mailed to
stockholders or prior public disclosure of the meeting date was made. A copy of
the Bylaws may be obtained from the Company.
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STOCKHOLDER COMMUNICATIONS
The Company encourages stockholder communications to the Board of
Directors and/or individual directors. Communications regarding financial or
accounting policies may be made to the Chairman of the Audit/Compliance
Committee, Raymond L. Sisco, at (973) 473-2200. Other communications to the
Board of Directors may be made to the Chairman of the Nominating/Corporate
Governance Committee, John H. Peto, at (973) 473-2200. Communications to
individual directors may be made to such director at (973) 473-2200.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Clifton Savings Bancorp common stock. In addition to
soliciting proxies by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telephone without receiving
additional compensation.
The Company's Annual Report to Stockholders has been mailed to persons
who were stockholders as of the close of business on July 16, 2004. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Corporate Secretary of the Company. The Annual Report is not
to be treated as part of the proxy solicitation material or as having been
incorporated in this proxy statement by reference.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS,
FOR THE YEAR ENDED MARCH 31, 2004, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO PERSONS WHO WERE STOCKHOLDERS AS
OF THE CLOSE OF BUSINESS ON JULY 7, 2004 UPON WRITTEN REQUEST TO BART D'AMBRA,
CLIFTON SAVINGS BANCORP, INC., 1433 VAN HOUTEN AVENUE, CLIFTON, NEW JERSEY
07015.
If you and others who share your address own your shares in street
name, your broker or other holder of record may be sending only one annual
report and proxy statement to your address. This practice, known as
"householding," is designed to reduce our printing and postage costs. However,
if a shareholder residing at such an address wishes to receive a separate annual
report or proxy statement in the future, he or she should contact the broker or
other holder of record. If you own your shares in street name and are receiving
multiple copies of our annual report and proxy statement, you can request
householding by contacting your broker or other holder of record.
Whether or not you plan to attend the annual meeting, please vote by
marking, signing, dating and promptly returning the enclosed WHITE proxy card in
the enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Walter Celuch
PRESIDENT & CORPORATE SECRETARY
Clifton, New Jersey
July 27, 2004
29
APPENDIX A
CLIFTON SAVINGS BANCORP, INC.
AUDIT/COMPLIANCE COMMITTEE CHARTER
ORGANIZATION
The primary function of the Audit/Compliance Committee (the "Audit
Committee") of the Board of Directors (the "Board") of Clifton Savings Bancorp,
Inc. (the "Company ") is to review: the integrity of the financial reports and
other financial information provided by the Company to any governmental body or
the public, including any certification, report, opinion or review performed by
the Company's independent accountants; the Company's compliance with legal and
regulatory requirements; the independent accountant's qualifications and
independence; the performance of the Company's internal audit functions, its
independent accountants and system of internal controls and disclosure
procedures regarding finance, accounting, legal compliance and ethics that
management and the Board have established; the Company's auditing, accounting
and financial reporting processes generally; and the preparation of information
required by the Securities and Exchange Commission rules to be included in the
Company's annual proxy statement.
The Audit/Compliance Committee will be comprised of three or more
directors as determined by the Board each of whom shall satisfy the definition
of independent director as defined in any qualitative listing requirements for
Nasdaq Stock Market, Inc. issuers and any applicable Securities and Exchange
Commission rules and regulations. All members of the Audit/Compliance Committee
must be financially literate at time of appointment, meaning they must have the
ability to read and understand fundamental financial statements, including the
Company's balance sheet, income statement and cash flow statement. In addition,
at least one member of the Audit/Compliance Committee shall have past employment
in finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's
financial sophistication, including having been a chief executive officer, chief
financial officer or other senior officer with oversight responsibilities. The
members of the Audit/Compliance Committee will be elected by the Board on an
annual basis.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit/Compliance Committee
believes its policies and procedures should remain flexible, in order to best
react to changing conditions and to ensure to the directors and stockholders
that the corporate accounting and reporting practices of the Company are in
accordance with all requirements and are of the highest quality. To fulfill its
responsibilities and duties the Audit/Compliance Committee shall:
1. Provide an open avenue of communication between management, the
independent auditor, internal audit department and the Board.
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2. Meet four times per year or more frequently as circumstances may
require. A quorum of the Audit/Compliance Committee shall be declared
when a majority of the appointed members of the Audit/Compliance
Committee are in attendance.
3. The Audit/Compliance Committee shall meet with the independent auditors
and management at least quarterly to review the Company's financial
statements. In meetings attended by the independent auditors or by
regulatory examiners, a portion of the meeting will be reserved for the
Audit/Compliance Committee to meet in closed session with these
parties.
4. Keep written minutes for all meetings.
5. Review with the independent auditor and internal audit department the
work to be performed by each to assure completeness of coverage,
reduction of redundant efforts and the effective use of audit
resources.
6. Review all significant risks or exposures to the Company found during
audits performed by the independent auditor and internal audit
department and ensure that these items are discussed with management.
From these discussions, assess and report to the Board regarding how
the findings should be addressed.
7. Review recommendations from the independent auditor and internal
auditing department regarding internal controls and other matters
relating to the accounting policies and procedures of the Company.
8. Following each meeting of the Audit/Compliance Committee, the chairman
of the committee will submit a record of the meeting to the Board
including any recommendations that the Committee may deem appropriate.
9. Ensure that the independent auditor discusses with the Audit/Compliance
Committee their judgments about the quality, not just the
acceptability, of the Company's accounting principles as applied in the
financial reports. The discussion should include such issues as the
clarity of the Company's financial disclosures and degree of
aggressiveness or conservatism of the Company's accounting principles
and underlying estimates and other significant decisions made by
management in preparing the financial disclosures.
10. Review the Company's audited annual financial statements and the
independent auditor's opinion regarding such financial statements,
including a review of the nature and extent of any significant changes
in accounting principles.
11. Arrange for the independent auditor to be available to the full Board
at least annually to discuss the results of the annual audit and the
audited financial statements that are a part of the annual report to
stockholders.
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12. Review with management, the independent auditor, internal audit
department and legal counsel, legal and regulatory matters that may
have a material impact on the financial statements.
13. Review with management and the independent auditor all interim
financial reports filed pursuant to the Securities Exchange Act of
1934.
14. Generally discuss earnings press releases and financial information as
well as earnings guidance provided to analysts and rating agencies.
15. Select the independent auditor, considering independence and
effectiveness, and be ultimately responsible for their compensation,
retention and oversight (including resolution of disagreements between
management and the auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work, and
each such registered public accounting firm shall report directly to
the audit committee. The Audit/Compliance Committee should confirm the
independence of the independent auditor by requiring them to disclose
in writing all relationships that, in the auditor's professional
judgment, may reasonably be thought to bear on the ability to perform
the audit independently and objectively.
16. Review the performance of the independent auditor.
17. Review the activities, organizational structure and qualifications of
the internal audit department. The Audit/Compliance Committee should
also review and concur in the appointment, replacement, reassignment,
or dismissal of the manager of the internal audit department.
18. Be authorized to retain independent counsel and other advisors as it
deems necessary to carry out its duties. In connection therewith, the
Audit/Compliance Committee shall be provided appropriate funding, as
determined by the Audit/Compliance Committee, for payment to such
counsel and other advisors. In addition, the Audit/Compliance Committee
shall be provided funding for ordinary administrative expenses of the
Audit/Compliance Committee.
19. Have in place procedures for (1) receiving, retaining and treating
complaints regarding accounting, internal accounting controls, or
auditing matters, and (2) the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing
matters.
20. Approve, in advance, all permissible non-audit services to be completed
by the independent auditor. Such approval process will ensure that the
independent auditor does not provide any non-audit services to the
Company that are prohibited by law or regulation.
21. Set clear hiring policies for hiring employees or former employees of
the independent auditors.
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22. Review and approve all related-party transactions.
In addition to the responsibilities presented above, the Audit/Compliance
Committee will examine this Charter on an annual basis to assure that it remains
adequate to address the responsibilities of the Committee. Further, the
Committee will disclose in each annual proxy statement to its stockholders
whether it satisfied the responsibilities during the prior year in compliance
with the Charter, and will disclose a copy of the Charter once every three years
either in the annual report to stockholders or proxy statement.
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APPENDIX B
CLIFTON SAVINGS BANCORP, INC.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
I. PURPOSE
The primary objectives of the Nominating/Corporate Governance Committee (the
"Committee") are to assist the Board of Directors (the "Board") of Clifton
Savings Bancorp, Inc. (the "Company") by: (i) identifying individuals qualified
to become Board members and recommending that the Board select a group of
director nominees for each annual meeting of the Company's stockholders; (ii)
ensuring that the Audit/Compliance and Nominating/Corporate Governance
Committees of the Board shall have the benefit of qualified and experienced
"independent" directors; and (iii) developing and recommending to the Board a
set of effective corporate governance policies and procedures applicable to the
Company.
II. ORGANIZATION
The Committee shall consist of three or more directors, each of whom shall
satisfy the definition of independent director as defined in any qualitative
listing requirements for Nasdaq Stock Market, Inc. issuers and any applicable
Securities and Exchange Commission rules and regulations.
Committee members shall be elected by the Board at the annual organizational
meeting of the Board of Directors. Members shall serve until their successors
are appointed. The Committee's chairperson shall be designated by the full Board
or, if it does not do so, the Committee members shall elect a Chairman by vote
of a majority of the full Committee.
The Committee may form and delegate authority to subcommittees when appropriate.
III. STRUCTURE AND MEETINGS
The chairperson of the Committee will preside at each meeting and, in
consultation with the other members of the Committee, will set the frequency and
length of each meeting and the agenda of items to be addressed at each meeting.
The chairperson of the Committee shall ensure that the agenda for each meeting
is circulated to each Committee member in advance of the meeting.
IV. GOALS AND RESPONSIBILITIES
The Committee shall: (i) develop and recommend to the Board a Corporate
Governance Policy (the "Policy") applicable to the Company, and review and
reassess the adequacy of such Policy annually and recommend to the Board any
changes deemed appropriate; (ii) develop policies on the size and composition of
the Board; (iii) review possible candidates for Board membership consistent with
the Board's criteria for selecting new directors; (iv) perform Board performance
evaluations on an annual basis; (v) annually recommend a slate of nominees to
the Board with
34
respect to nominations for the Board at the annual meeting of the Company's
stockholders; and (vi) generally advise the Board (as a whole) on corporate
governance matters.
The Committee shall also advise the Board on (i) committee member
qualifications, (ii) committee member appointments and removals, (iii) committee
structure and operations (including authority to delegate to subcommittees), and
(iv) committee reporting to the Board. The Committee shall maintain an
orientation program for new directors and a continuing education program for all
directors.
The Committee will annually review and reassess the adequacy of this charter and
recommend any proposed changes to the Board for approval.
The Committee shall perform any other activities consistent with this charter,
the Company's bylaws and governing law and regulations as the Committee or the
Board deems appropriate.
V. PERFORMANCE EVALUATION
The Committee shall conduct an annual performance evaluation of the Board. The
evaluation shall be of the Board's contribution as a whole and specifically
review areas in which the Board and/or management believes a better contribution
could be made.
VI. COMMITTEE RESOURCES
The Committee shall have the authority to obtain advice and seek assistance from
internal or external legal, accounting or other advisors. The Committee shall
have the sole authority to retain and terminate any search firm to be used to
identify director candidates, including sole authority to approve such search
firm's fees and other retention terms.
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APPENDIX C
CLIFTON SAVINGS BANCORP, INC.
2004 STOCK-BASED INCENTIVE PLAN
-------------------------------
1. PURPOSE OF PLAN.
The purposes of this 2004 Stock-Based Incentive Plan are to provide incentives
and rewards to those employees and directors largely responsible for the success
and growth of Clifton Savings Bancorp, Inc. and its Affiliates, and to assist
all such corporations in attracting and retaining directors, executives and
other key employees with experience and ability.
2. DEFINITIONS.
"Affiliate" means any "parent corporation" or "subsidiary corporation" of the
Company, as such terms are defined in Sections 424(e) and 424(f) of the Code.
"Award" means one or more of the following: Restricted Stock Awards, Stock
Options and other types of Awards, as set forth in Section 6 of the Plan.
"Board of Directors" means the board of directors of the Company.
"Change in Control" means any one of the following events occurs:
(a) Merger: The Company merges into or consolidates with another
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corporation, or merges another corporation into the Company,
and as a result less than a majority of the combined voting
power of the resulting corporation immediately after the
merger or consolidation is held by persons who were
stockholders of the Company immediately before the merger or
consolidation.
(b) Acquisition of Significant Share Ownership: The Company files,
------------------------------------------
or is required to file, a report on Schedule 13D or another
form or schedule (other than Schedule 13G) required under
Sections 13(d) or 14(d) of the Securities Exchange Act of
1934, if the schedule discloses that the filing person or
persons acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company's voting
securities, but this clause (b) shall not apply to beneficial
ownership of Company voting shares held in a fiduciary
capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding
voting securities.
(c) Change in Board Composition: During any period of two
---------------------------
consecutive years, individuals who constitute the Company's
Board of Directors at the beginning of the two-year period
cease for any reason to constitute at least a majority of the
Company's Board of Directors; provided, however, that for
purposes of this clause (c), each director who is first
elected by the board (or first nominated by the board for
election by the stockholders) by a vote of at least two-thirds
(2/3) of
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the directors who were directors at the beginning of the
two-year period shall be deemed to have also been a
director at the beginning of such period; or
(d) Sale of Assets: The Company sells to a third party all or
--------------
substantially all of its assets.
Notwithstanding anything in this Plan to the contrary, in no event
shall the conversion of the Bank from the mutual to the stock form of ownership
(including, without limitation, the formation of a stock holding company)
constitute a "Change in Control" for purposes of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee designated, pursuant to Section 3 of the Plan,
to administer the Plan.
"Common Stock" means the common stock of the Company, par value $0.01 per share.
"Company" means Clifton Savings Bancorp, Inc. and any entity which succeeds to
the business of Clifton Savings Bancorp, Inc.
"Disability" means a physical or mental condition, determined by the Committee
after review of those medical reports deemed satisfactory for such purpose,
which renders the Participant totally and permanently incapable of engaging in
any substantial gainful employment based on the Participant's education,
training and experience.
"Employee" means any person employed by the Company or an Affiliate. Directors
who are also employed by the Company or an Affiliate shall be considered
Employees under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Price" means the price at which an individual may purchase a share of
Common Stock pursuant to an Option.
"Fair Market Value" means the closing sales price reported on the Nasdaq
National Market (as published by The Wall Street Journal, if published) on such
-----------------------
date or, if the Common Stock was not traded on such date, on the immediately
preceding day on which the Common Stock was traded thereon or the last previous
date on which a sale is reported. The Committee also may adopt a different
methodology for determining Fair Market Value with respect to one or more Awards
if a different methodology is necessary or advisable to secure any intended
favorable tax, legal or other treatment for the particular Award(s).
"Incentive Stock Option" means a Stock Option granted under the Plan, that is
intended to meet the requirements of Section 422 of the Code.
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"Non-Statutory Stock Option" means a Stock Option granted to an individual under
the Plan that is not intended to be and is not identified as an Incentive Stock
Option, or an Option granted under the Plan that is intended to be and is
identified as an Incentive Stock Option, but that does not meet the requirements
of Section 422 of the Code.
"Option" or "Stock Option" means an Incentive Stock Option or a Non-Statutory
Stock Option, as applicable.
"Outside Director" means a member of the Board(s) of Directors of the Company or
an Affiliate who is not also an Employee.
"Participant" means an Employee who is granted an Award pursuant to the terms of
the Plan.
"Plan" means this Clifton Savings Bancorp, Inc. 2004 Stock-Based Incentive Plan.
"Restricted Stock Award" means an Award of shares of restricted stock granted to
an individual pursuant to Section 6(b) of the Plan.
"Retirement" means retirement from employment with the Company or an Affiliate
on or after the Employee's attainment of age 65. "Retirement" with respect to an
Outside Director means termination of service on the board(s) of directors of
the Company or any Affiliate in accordance with applicable Company policy
following the provision of written notice to such board(s) of directors of the
Outside Director's intention to retire.
3. ADMINISTRATION.
(a) The Committee shall administer the Plan. The Committee shall
consist of two or more disinterested directors of the Company, who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be disinterested only if he or she satisfies: (i) such requirements as
the Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) of the Exchange Act and (ii) such requirements as the Internal
Revenue Service may establish for outside directors acting under plans intended
to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of
Directors or the Committee may also delegate, to the extent permitted by
applicable law, to one or more officers of the Company, its powers under this
Plan to (a) designate the officers and employees of the Company who will receive
Awards and (b) determine the number of Awards to be received by them, pursuant
to a resolution that specifies the total number of rights or options that may be
granted under the delegation, provided that no officer may be delegated the
power to designate himself or herself as a recipient of such options or rights.
(b) Subject to the paragraph (a) of this Section 3, the Committee
shall:
(i) select the individuals who are to receive grants of Awards under
the Plan;
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(ii) determine the type, number, vesting requirements and other
features and conditions of Awards made under the Plan;
(iii) interpret the Plan and Award Agreements (as defined below); and
(iv) make all other decisions related to the operation of the Plan.
(c) Each Award granted under the Plan shall be evidenced by a written
agreement (i.e., an "Award Agreement"). Each Award Agreement shall constitute a
binding contract between the Company or an Affiliate and the Participant, and
every Participant, upon acceptance of an Award Agreement, shall be bound by the
terms and restrictions of the Plan and the Award Agreement. The terms of each
Award Agreement shall be set in accordance with the Plan, but each Award
Agreement may also include any additional provisions and restrictions determined
by the Committee. In particular, and at a minimum, the Committee shall set forth
in each Award Agreement:
(i) the type of Award granted;
(ii) the Exercise Price for any Option;
(iii) the number of shares or rights subject to the Award;
(iv) the expiration date of the Award;
(v) the manner, time and rate (cumulative or otherwise) of exercise
or vesting of the Award; and
(vi) the restrictions, if any, placed on the Award, or upon shares
which may be issued upon the exercise or vesting of the Award.
The Chairman of the Committee and such other directors and employees as
shall be designated by the Committee are hereby authorized to execute Award
Agreements on behalf of the Company or an Affiliate and to cause them to be
delivered to the recipients of Awards granted under the Plan.
4. ELIGIBILITY.
Subject to the terms of the Plan, Employees and Outside Directors, as the
Committee shall determine from time to time, shall be eligible to participate in
the Plan.
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS.
5.1 Shares Available. Subject to the provisions of Section 7, the capital
stock that may be delivered under this Plan shall be shares of the Company's
authorized but unissued Common Stock and any shares of its Common Stock held as
treasury shares.
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5.2 Share Limits. The maximum number of shares of Common Stock that may be
delivered pursuant to Awards granted under this Plan (the "Share Limit") equals
3,434,678 shares. The following limits also apply with respect to Awards granted
under this Plan:
(a) The maximum number of shares of Common Stock that may be delivered
pursuant to Stock Options granted under this Plan is 2,453,341 shares.
(b) The maximum number of shares of Common Stock that may be delivered
pursuant to Restricted Stock Awards granted under this Plan is 981,337 shares.
5.3 Awards Settled in Cash, Reissue of Awards and Shares. To the extent that
an Award is settled in cash or a form other than shares of Common Stock, the
shares that would have been delivered had there been no such cash or other
settlement shall not be counted against the shares available for issuance under
this Plan. Shares that are subject to or underlie Awards which expire or for any
reason are cancelled or terminated, are forfeited, fail to vest, or for any
other reason are not paid or delivered under this Plan shall again be available
for subsequent Awards under this Plan. Shares that are exchanged by a
Participant or withheld by the Company as full or partial payment in connection
with any Award under the Plan, as well as any shares exchanged by a Participant
or withheld by the Company to satisfy the tax withholding obligations related to
any Award under the Plan, shall be available for subsequent Awards under this
Plan.
5.4 Reservation of Shares; No Fractional Shares; Minimum Issue. The Company
shall at all times reserve a number of shares of Common Stock sufficient to
cover the Company's obligations and contingent obligations to deliver shares
with respect to Awards then outstanding under this Plan. No fractional shares
shall be delivered under this Plan. The Committee may pay cash in lieu of any
fractional shares in settlements of Awards under this Plan. No fewer than 100
shares may be purchased on exercise of any Award unless the total number
purchased or exercised is the total number at the time available for purchase or
exercise under the Award.
6. AWARDS.
6.1 The Committee shall determine the type or types of Award(s) to be made
to each selected eligible individual. Awards may be granted singly, in
combination or in tandem. Awards also may be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for grants
or rights under any other employee or compensation plan of the Company. The
types of Awards that may be granted under this Plan are:
(a) STOCK OPTIONS.
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Stock Options to Employees and Outside Directors, subject to
terms and conditions as it may determine, to the extent that such terms and
conditions are consistent with the following provisions:
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(i) EXERCISE PRICE. The Exercise Price shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock on
the date of grant.
(ii) TERMS OF OPTIONS. In no event may an individual exercise an
Option, in whole or in part, more than ten (10) years from the date of
grant.
(iii) NON-TRANSFERABILITY. Unless otherwise determined by the
Committee, an individual may not transfer, assign, hypothecate, or
dispose of an Option in any manner, other than by will or the laws of
intestate succession. The Committee may, however, in its sole
discretion, permit the transfer or assignment of a Non Statutory Stock
Option, if it determines that the transfer or assignment is for valid
estate planning purposes and is permitted under the Code and Rule 16b-3
of the Exchange Act. For purposes of this Section 6.1(a), a transfer
for valid estate planning purposes includes, but is not limited to,
transfers:
(1) to a revocable inter vivos trust, as to which an individual is
both settlor and trustee;
(2) for no consideration to: (a) any member of the individual's
Immediate Family; (b) a trust solely for the benefit of
members of the individual's Immediate Family; (c) any
partnership whose only partners are members of the
individual's Immediate Family; or (d) any limited liability
corporation or other corporate entity whose only members or
equity owners are members of the individual's Immediate
Family.
For purposes of this Section, "Immediate Family" includes, but
is not necessarily limited to, a Participant's parents,
grandparents, spouse, children, grandchildren, siblings
(including half brothers and sisters), and individuals who are
family members by adoption. Nothing contained in this Section
shall be construed to require the Committee to give its
approval to any transfer or assignment of any Non-Statutory
Stock Option or portion thereof, and approval to transfer or
assign any Non-Statutory Stock Option or portion thereof does
not mean that such approval will be given with respect to any
other Non-Statutory Stock Option or portion thereof. The
transferee or assignee of any Non-Statutory Stock Option shall
be subject to all of the terms and conditions applicable to
such Non-Statutory Stock Option immediately prior to the
transfer or assignment and shall be subject to any other
conditions prescribed by the Committee with respect to such
Non-Statutory Stock Option.
(iv) SPECIAL RULES FOR INCENTIVE STOCK OPTIONS. Notwithstanding the
foregoing provisions, the following rules shall further apply to grants
of Incentive Stock Options:
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(1) If an Employee owns or is treated as owning, for purposes of
Section 422 of the Code, Common Stock representing more than
ten percent (10%) of the total combined voting securities of
the Company at the time the Committee grants the Incentive
Stock Option (a "10% Owner"), the Exercise Price shall not be
less than one hundred and ten percent (110%) of the Fair
Market Value of the Common Stock on the date of grant.
(2) An Incentive Stock Option granted to a 10% Owner shall not be
exercisable more than five (5) years from the date of grant.
(3) To the extent the aggregate Fair Market Value of shares of
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any
calendar year, under the Plan or any other stock option plan
of the Company, exceeds $100,000, or such higher value as may
be permitted under Section 422 of the Code, Incentive Stock
Options in excess of the $100,000 limit shall be treated as
Non-Statutory Stock Options. Fair Market Value shall be
determined as of the date of grant for each Incentive Stock
Option.
(4) Each Award Agreement for an Incentive Stock Option shall
require the individual to notify the Committee within ten (10)
days of any disposition of shares of Common Stock under the
circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions).
(b) RESTRICTED STOCK AWARDS.
The Committee may make grants of Restricted Stock Awards, which shall
consist of the grant of some number of shares of Common Stock to an individual
upon such terms and conditions as it may determine, to the extent such terms and
conditions are consistent with the following provisions:
(i) GRANTS OF STOCK. Restricted Stock Awards may only be granted in
whole shares of Common Stock.
(ii) NON-TRANSFERABILITY. Except to the extent permitted by the Code,
the rules promulgated under Section 16(b) of the Exchange Act or any
successor statutes or rules:
(1) The recipient of a Restricted Stock Award grant shall not sell,
transfer, assign, pledge, or otherwise encumber shares subject
to the grant until full vesting of such shares has occurred. For
purposes of this section, the separation of beneficial ownership
and legal title through the use of any "swap" transaction is
deemed to be a prohibited encumbrance.
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(2) Unless otherwise determined by the Committee, and except in the
event of the Participant's death or pursuant to a qualified
domestic relations order, a Restricted Stock Award grant is not
transferable and may be earned only by the individual to whom it
is granted during his or her lifetime. Upon the death of a
Participant, a Restricted Stock Award is transferable by will or
the laws of descent and distribution. The designation of a
beneficiary shall not constitute a transfer.
(3) If the recipient of a Restricted Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of Common
Stock subject to the grant may not, without the written consent
of the Committee (which consent may be given in the Award
Agreement), be sold or otherwise disposed of within six (6)
months following the date of grant.
(iii) ISSUANCE OF CERTIFICATES. Unless otherwise held in trust and
registered in the name of the Plan trustee (if appointed by the
Company), reasonably promptly after the date of grant of shares of
Common Stock pursuant to a Restricted Stock Award, the Company shall
cause to be issued a stock certificate evidencing such shares,
registered in the name of the Participant to whom the Restricted Stock
Award was granted; provided, however, that the Company may not cause a
stock certificate to be issued unless it has received a stock power
duly endorsed in blank with respect to such shares. Each stock
certificate shall bear the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS,
TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE CLIFTON
SAVINGS BANCORP, INC. 2004 STOCK-BASED INCENTIVE PLAN AND THE
RELATED AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER OF SUCH SHARES AND CLIFTON SAVINGS BANCORP, INC. OR ITS
AFFILIATES. A COPY OF THE PLAN AND AWARD AGREEMENT IS ON FILE
IN THE OFFICE OF THE CORPORATE SECRETARY OF CLIFTON SAVINGS
BANCORP, INC.
This legend shall not be removed until the individual becomes vested in
such shares pursuant to the terms of the Plan and Award Agreement. Each
certificate issued pursuant to this Section 6.1(b) shall be held by the
Company or its Affiliates, unless the Committee determines otherwise.
(iv) TREATMENT OF DIVIDENDS. Participants are entitled to all
dividends and other distributions declared and paid on all shares of
Common Stock subject to a Restricted Stock Award, from and after the
date such shares are awarded or from and after such later date as may
be specified by the Committee in the Award Agreement, and the
Participant shall not be required to return any such dividends or other
distributions to the Company in the event of forfeiture of the
Restricted Stock Award. In the event the Committee establishes a trust
for the Plan, the Committee may elect to distribute dividends and other
distributions at the time the Restricted Stock Award vests or pay the
dividends (or other distributions) directly to the Participants.
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(v) VOTING OF RESTRICTED STOCK AWARDS. Participants who are granted
Restricted Stock Awards may vote or direct the Plan trustee to vote, as
applicable, all unvested shares of Common Stock subject to their
Restricted Stock Awards.
(c) OTHER AWARDS. The other types of Awards that may be granted
under this Plan include stock appreciation rights, dividend equivalents, or
similar rights to purchase or acquire shares, whether at a fixed or variable
price or ratio related to the Common Stock, and conditioned upon the passage of
time, the occurrence of one or more events, the satisfaction of performance
criteria or other conditions, or any combination thereof.
6.2 Payments and Deferrals. Payment for Awards may be made in the form of
cash, Common Stock, or combinations thereof as the Committee shall determine,
and with such restrictions as it may impose. The Committee may also require or
permit Participants to elect to defer the issuance of shares or the settlement
of Awards in cash under such rules and procedures as it may establish under this
Plan. The Committee may also provide that deferred settlements include the
payment or crediting of interest or other earnings on the deferral amounts, or
the payment or crediting of dividend equivalents where the deferred amounts are
denominated in shares.
6.3 Consideration for Awards. The Exercise Price for any Award granted under
this Plan or the Common Stock to be delivered pursuant to an Award, as
applicable, may be paid by means of any lawful consideration as determined by
the Committee, including, without limitation, one or a combination of the
following methods:
(a) cash, check payable to the order of the Company, or electronic
funds transfer;
(b) the delivery of previously owned shares of Common Stock;
(c) reduction in the number of shares otherwise deliverable pursuant
to the Award; or
(d) subject to such procedures as the Committee may adopt, pursuant
to a "cashless exercise" with a third party who provides financing for the
purposes of (or who otherwise facilitates) the purchase or exercise of Awards.
In no event shall any shares newly-issued by the Company be issued for less than
the minimum lawful consideration for such shares or for consideration other than
consideration permitted by applicable state law. In the event that the Committee
allows a Participant to exercise an Award by delivering shares of Common Stock
previously owned by such Participant and unless otherwise expressly provided by
the Committee, any shares delivered which were initially acquired by the
Participant from the Company (upon exercise of a stock option or otherwise) must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the Exercise Price of an Option
shall be valued at their Fair Market Value on the date of exercise. The Company
will not be obligated to deliver any shares unless and until it receives full
payment of the Exercise Price and any related withholding obligations under
Section 9.5, or until any other conditions applicable to exercise or purchase
have been satisfied. Unless expressly provided otherwise in the applicable Award
Agreement,
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the Committee may at any time eliminate or limit a Participant's ability to pay
the purchase or Exercise Price of any Award or shares by any method other than
cash payment to the Company.
7. EFFECT OF TERMINATION OF SERVICE ON AWARDS.
7.1 General. The Committee shall establish the effect of a termination of
employment or service on the continuation of rights and benefits available under
an Award or this Plan and, in so doing, may make distinctions based upon, inter
alia, the cause of termination and type of Award.
7.2 Events Not Deemed Terminations of Employment or Service. Unless Company
policy or the Committee provides otherwise, the employment relationship shall
not be considered terminated in the case of (a) sick leave, (b) military leave,
or (c) any other leave of absence authorized by the Company or the Committee;
provided that, unless reemployment upon the expiration of such leave is
guaranteed by contract or law, such leave is for a period of not more than 90
days. In the case of any Employee on an approved leave of absence, continued
vesting of the Award while on leave may be suspended until the Employee returns
to service, unless the Committee otherwise provides or applicable law otherwise
requires. In no event shall an Award be exercised after the expiration of the
term set forth in the Award Agreement.
7.3 Effect of Change of Affiliate Status. For purposes of this Plan and any
Award, if an entity ceases to be an Affiliate of the Company, a termination of
employment or service shall be deemed to have occurred with respect to each
individual who does not continue as an Employee or Outside Director with another
entity within the Company after giving effect to the Affiliate's change in
status.
8. ADJUSTMENTS; ACCELERATION UPON A CHANGE IN CONTROL.
8.1 Adjustments. Upon, or in contemplation of, any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split ("stock split"); any merger, combination,
consolidation, or other reorganization; any spin-off, split-up, or similar
extraordinary dividend distribution with respect to the Common Stock (whether in
the form of securities or property); any exchange of Common Stock or other
securities of the Company, or any similar, unusual or extraordinary corporate
transaction affecting the Common Stock; or a sale of all or substantially all
the business or assets of the Company in its entirety; then the Committee shall,
in such manner, to such extent (if any) and at such times as it deems
appropriate and equitable under the circumstances:
(a) proportionately adjust any or all of: (1) the number and type of
shares of Common Stock (or other securities) that thereafter may be made the
subject of Awards (including the specific Share Limits, maximums and numbers of
shares set forth elsewhere in this Plan); (2) the number, amount and type of
shares of Common Stock (or other securities or property) subject to any or all
outstanding Awards; (3) the grant, purchase, or Exercise Price of any or all
outstanding Awards; (4) the securities, cash or other property deliverable upon
exercise or payment of any outstanding Awards; or (5) the performance standards
applicable to any outstanding Awards; or
(b) make provision for a cash payment or for the assumption,
substitution or
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exchange of any or all outstanding Awards, based upon the distribution or
consideration payable to holders of the Common Stock.
8.2 The Committee may adopt such valuation methodologies for outstanding
Awards as it deems reasonable in the event of a cash or property settlement and,
in the case of Options, may base such settlement solely upon the excess if any
of the per share amount payable upon or in respect of such event over the
Exercise Price or base price of the Award. With respect to any Award of an
Incentive Stock Option, the Committee may make an adjustment that causes the
Option to cease to qualify as an Incentive Stock Option without the consent of
the affected Participant.
8.3 Upon any of the events set forth in Section 8.1, the Committee may take
such action prior to such event to the extent that the Committee deems the
action necessary to permit the Participant to realize the benefits intended to
be conveyed with respect to the Awards in the same manner as is or will be
available to stockholders of the Company generally. In the case of any stock
split or reverse stock split, if no action is taken by the Committee, the
proportionate adjustments contemplated by Section 8.1(a) above shall
nevertheless be made.
8.4 Automatic Acceleration of Awards. Upon a Change in Control of the
Company, each Option then outstanding shall become fully vested and all
Restricted Stock Awards then outstanding shall fully vest free of restrictions.
9. MISCELLANEOUS PROVISIONS.
9.1 Compliance with Laws. This Plan, the granting and vesting of Awards
under this Plan, the offer, issuance and delivery of shares of Common Stock, the
acceptance of promissory notes and/or the payment of money under this Plan or
under Awards are subject to compliance with all applicable federal and state
laws, rules and regulations (including, but not limited to, state and federal
securities laws) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. The person acquiring any
securities under this Plan will, if requested by the Company, provide such
assurances and representations to the Company as may be deemed necessary or
desirable to assure compliance with all applicable legal and accounting
requirements.
9.2 Claims. No person shall have any claim or rights to an Award (or
additional Awards, as the case may be) under this Plan, subject to any express
contractual rights to the contrary (set forth in a document other than this
Plan).
9.3 No Employment/Service Contract. Nothing contained in this Plan (or in
any other documents under this Plan or in any Award Agreement) shall confer upon
any Participant any right to continue in the employ or other service of the
Company, constitute any contract or agreement of employment or other service or
affect an Employee's status as an employee-at-will, nor interfere in any way
with the right of the Company to change a Participant's compensation or other
benefits, or terminate his or her employment or other service, with or without
cause. Nothing in this Section 9.3, however, is intended to adversely affect any
express independent
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right of such Participant under a separate employment or service contract other
than an Award Agreement.
9.4 Plan Not Funded. Awards payable under this Plan shall be payable in
shares of Common Stock or from the general assets of the Company. No
Participant, beneficiary or other person shall have any right, title or interest
in any fund or in any specific asset (including shares of Common Stock, except
as expressly provided otherwise) of the Company by reason of any Award
hereunder. Neither the provisions of this Plan (or of any related documents),
nor the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any Participant,
beneficiary or other person. To the extent that a Participant, beneficiary or
other person acquires a right to receive payment pursuant to any Award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.
9.5 Tax Withholding. Upon any exercise, vesting, or payment of any Award, or
upon the disposition of shares of Common Stock acquired pursuant to the exercise
of an Incentive Stock Option prior to satisfaction of the holding period
requirements of Section 422 of the Code, the Company shall have the right, at
its option, to:
(a) require the Participant (or the Participant's personal
representative or beneficiary, as the case may be) to pay or provide for payment
of at least the minimum amount of any taxes which the Company may be required to
withhold with respect to such Award or payment; or
(b) deduct from any amount otherwise payable in cash to the
Participant (or the Participant's personal representative or beneficiary, as the
case may be) the minimum amount of any taxes which the Company may be required
to withhold with respect to such cash payment.
In any case where a tax is required to be withheld in connection with the
delivery of shares of Common Stock under this Plan, the Committee may, in its
sole discretion (subject to Section 9.1) grant (either at the time of the Award
or thereafter) to the Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to have the Company
reduce the number of shares to be delivered by (or otherwise reacquire) the
appropriate number of shares, valued in a consistent manner at their Fair Market
Value or at the sales price, in accordance with authorized procedures for
cashless exercises, necessary to satisfy the minimum applicable withholding
obligation on exercise, vesting or payment. In no event shall the shares
withheld exceed the minimum whole number of shares required for tax withholding
under applicable law. The Company may, with the Committee's approval, accept one
or more promissory notes from any Participant in connection with taxes required
to be withheld upon the exercise, vesting or payment of any Award under this
Plan; provided, however, that any such note shall be subject to terms and
conditions established by the Committee and the requirements of applicable law.
9.6 Effective Date, Termination and Suspension, Amendments.
(a) This Plan is effective as of September 7, 2004. Unless earlier
terminated by the Board, this Plan shall terminate at the close of business on
the day before the tenth anniversary of
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the effective date. After the termination of this Plan either upon such stated
expiration date or its earlier termination by the Board, no additional Awards
may be granted under this Plan, but previously granted Awards (and the authority
of the Committee with respect thereto, including the authority to amend such
Awards) shall remain outstanding in accordance with their applicable terms and
conditions and the terms and conditions of this Plan.
(b) Board Authorization. Subject to applicable laws and regulations,
the Board of Directors may, at any time, terminate or, from time to time, amend,
modify or suspend this Plan, in whole or in part; provided, however, that no
amendment may have the effect of repricing Options. No Awards may be granted
during any period that the Board of Directors suspends this Plan.
(c) Stockholder Approval. To the extent then required by applicable
law or any applicable listing agency or required under Sections 162, 422 or 424
of the Code to preserve the intended tax consequences of this Plan, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to stockholder approval.
(d) Limitations on Amendments to Plan and Awards. No amendment,
suspension or termination of this Plan or change affecting any outstanding Award
shall, without the written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Company under any Award granted under this Plan prior to
the effective date of such change. Changes, settlements and other actions
contemplated by Section 8 shall not be deemed to constitute changes or
amendments for purposes of this Section 9.6.
9.7 Governing Law; Compliance with Regulations; Construction; Severability.
(a) This Plan, the Awards, all documents evidencing Awards and all
other related documents shall be governed by, and construed in accordance with,
the laws of the United States.
(b) This Plan will comply with the requirements set forth in 12
C.F.R. Sec. 575.8 and 12 C.F.R. Sec. 563b.500. Notwithstanding any other
provision in this Plan, no shares of Common Stock shall be issued with respect
to any Award to the extent that such issuance would cause Clifton Savings
Bancorp Mutual Holding Company to fail to qualify as a mutual holding company
under applicable federal regulations.
(c) Severability. If a court of competent jurisdiction holds any
provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.
(d) Plan Construction; Rule 16b-3. It is the intent of the Company
that the Awards and transactions permitted by Awards be interpreted in a manner
that, in the case of Participants who are or may be subject to Section 16 of the
Exchange Act, qualify, to the maximum extent compatible with the express terms
of the Award, for exemption from matching liability under Rule 16b-3 promulgated
under the Exchange Act. Notwithstanding the foregoing, the Company shall have no
liability to any Participant for Section 16 consequences of Awards or events
affecting Awards if an Award or event does not so qualify.
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9.8 Captions. Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of this Plan or any provision thereof.
9.9 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed
to limit the authority of the Board of Directors or the Committee to grant
Awards or authorize any other compensation, with or without reference to the
Common Stock, under any other plan or authority.
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CLIFTON SAVINGS BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 7, 2004
9:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the
Board of Directors of Clifton Savings Bancorp, Inc. (the "Company"), each with
full power of substitution, to act as proxy for the undersigned, and to vote all
shares of common stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Shareholders, to be held on September 7, 2004, at
9:00 a.m. local time, at the [VALLEY REGENCY LOCATED AT 1129 VALLEY ROAD,
CLIFTON, NEW JERSEY] and at any and all adjournments thereof, with all of the
powers the undersigned would possess if personally present at such meeting as
follows:
1. The election as directors of all nominees listed (except as
marked to the contrary below).
Frank J. Hahofer and John Stokes
FOR VOTE WITHHELD FOR ALL EXCEPT
/_/ /_/ /_/
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE
LINE PROVIDED BELOW.
- --------------------------------------------------------------------------------
2. The approval of the Clifton Savings Bancorp, Inc. 2004
Stock-Based Incentive Plan.
FOR AGAINST ABSTAIN
/_/ /_/ /_/
3. The ratification of the appointment of Radics & Co., LLC as
independent auditors of Clifton Savings Bancorp, Inc. for the
year ending March 31, 2005.
FOR AGAINST ABSTAIN
/_/ /_/ /_/
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE
LISTED PROPOSALS.
THIS PROXY, PROPERLY SIGNED AND DATED, IS REVOCABLE AND WILL BE VOTED
AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED
"FOR" THE PROPOSALS LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE
VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS
PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE
CONDUCT OF THE MEETING.
50
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Date _____________ ________________________________________
Signature of Shareholder
Date _____________ ________________________________________
Signature of Shareholder
The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement dated July 27, 2004 and of the Annual Report to Stockholders.