As filed with the Securities and Exchange Commission
on June 24, 1999 Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------
WARWICK COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06 - 1497903
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
18 Oakland Avenue
Warwick, New York 10990-0591
(914) 986-2206
(Address, including zip code, of principal executive offices)
---------------
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC. AND
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
(Full title of the plan)
---------------
Mr. Timothy A. Dempsey
Chairman of the Board and Chief Executive Officer
Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, New York 10990-0591
(914) 986-2206
Copy to:
Douglas J. McClintock, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 38th Floor
New York, New York 10048
(212) 912-7400
(Name and address, including Zip Code, telephone number and area code,
of agent for service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities to Proposed Maximum Proposed Maximum
be Registered Amount to be Registered(1) Offering Price Per Share Aggregate Offering Price(2) Amount of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 924,915 shares (2) $14,201,064.03 $3,947.90
===================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Warwick Community Bancorp,
Inc. ("Registrant") reserved for issuance upon the exercise of options
granted pursuant to the Stock Option Plan of Warwick Community Bancorp,
Inc. ("Option Plan") and authorized for awards under the Recognition and
Retention Plan of Warwick Community Bancorp, Inc. ("RRP"). In addition,
this registration statement also covers an undetermined number of shares of
the Registrant's common stock that may become issuable upon the exercise of
options or the grant of stock awards through the application of certain
anti-dilution provisions contained in the Option Plan and the RRP.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, as amended
("Securities Act"), pursuant to which (i) a total of 561,552 shares subject
to outstanding options are deemed to be offered at the exercise price of
$17.00 per share and (ii) a total of 99,102 shares that may be acquired
upon exercise of options granted in the future and a total of 264,261
shares awarded under the RRP are deemed to be offered at $12.81 per share,
the average of the high and low sales prices per share of the Registrant's
common stock as reported on the Nasdaq Stock Market at the close of trading
as of June 18, 1999.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
("Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The documents containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with the
Commission by the Registrant (File No. 0-23293) are incorporated by reference in
this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which was filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act");
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999; and
(3) the description of the Registrant's common stock ("Common Stock")
contained in the Registrant's Registration Statement on Form S-1,
Registration No. 333-36021, dated September 19, 1997, as amended by
Pre-Effective Amendment No. 1 dated October 30, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the end of the fiscal quarter
ended March 31, 1999 and prior to the date of the termination of the offering of
the Common Stock offered hereby shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed
-2-
<PAGE>
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
The Registrant will provide without charge to each person to whom this
Prospectus is delivered, upon request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to Margaret E. Sgombick,
Assistant Vice President and Marketing Director, Warwick Community Bancorp,
Inc., 18 Oakland Avenue P.O. Box 591, Warwick, New York 10990-0591.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") INTER
ALIA, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
-3-
<PAGE>
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article IX of the Registrant's Certificate of Incorporation provides
that a director shall not be personally liable to the Registrant or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Registrant's Certificate of
Incorporation requires the Registrant, among other things, to indemnify to the
fullest extent permitted by the DGCL, any person who is or was or has agreed to
become a director or officer of the Registrant, who was or is made a party to,
or is threatened to be made a party to, or has become a witness in, any
threatened, pending or completed action, suit or proceeding, including actions
or suits by or in the right of the Registrant, by reason of such agreement or
service or the fact that such person is, was or has agreed to serve as a
director, officer, employee or agent of another corporation or organization at
the written request of the Registrant.
Article X also empowers the Registrant to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Registrant would have the power to indemnify
those persons against such liability under the law or the provisions set forth
in the Certificate of Incorporation. The Registrant is also authorized by its
Certificate of Incorporation to enter into individual indemnification contracts
with directors and officers. The Registrant currently maintains directors' and
officers' liability insurance consistent with the provisions of the Certificate
of Incorporation.
The Registrant has entered into an Employment Agreement, dated as of
December 23, 1997 and amended as of December 15, 1998, with each of Timothy A.
Dempsey, Ronald J. Gentile, Arthur W. Budich and Nancy L. Sobotor-Littell, which
agreements require that the Company obtain a directors' and officers' liability
policy for the benefits of such officers and that the Company will indemnify
such officers to the maximum extent permitted under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Stock Option Plan of Warwick Community Bancorp, Inc. (1)
4.2 First Amendment to the Stock Option Plan of Warwick Community
Bancorp, Inc. (2)
4.3 Recognition and Retention Plan of Warwick Community Bancorp, Inc.
(1)
4.4 First Amendment to the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. (2)
4.5 Form of Stock Option Agreement for Directors under the Stock
Option Plan of Warwick Community Bancorp, Inc.
4.6 Form of Stock Option Agreement for Employees under the Stock
Option Plan of Warwick Community Bancorp, Inc.
-4-
<PAGE>
4.7 Form of Award Notice under the Recognition and Retention Plan of
Warwick Community Bancorp, Inc.
4.8 Certificate of Incorporation of Warwick Community Bancorp, Inc.
(3)
4.9 By-Laws of Warwick Community Bancorp, Inc. (3)
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to
the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1
hereof).
23.2 Consent of Arthur Andersen LLP.
__________________
(1) Incorporated herein by reference to the Registrant's definitive Proxy
Statement for the Special Meeting of Stockholders held on June 24, 1998.
(2) Incorporated herein by reference to the Registrant's definitive Proxy
Statement for the Annual Meeting of Stockholders held on April 20, 1999.
(3) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1, dated September 19, 1997, as amended by Pre-Effective
Amendment No. 1, dated October 30, 1997 (Registration No. 333-36021).
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
-5-
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
D. FILING OF REGISTRATION STATEMENT ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant for expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Warwick, State of New York on June 15, 1999.
Warwick Community Bancorp, Inc.
(Registrant)
By: /s/ Timothy A. Dempsey
-------------------------
Timothy A. Dempsey
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Timothy A. Dempsey Chairman of the Board, Chief June 15, 1999
- ---------------------- Executive Officer and Director
Timothy A. Dempsey (Principal Executive Officer)
/s/ Ronald J. Gentile President, Chief Operating June 15, 1999
- ---------------------- Officer and Director
Ronald J. Gentile
/s/ Arthur W. Budich Senior Vice President, Treasurer June 15, 1999
- ---------------------- and Chief Financial Officer
Arthur W. Budich (Principal Financial Officer)
/s/ Frances M. Gorish Director June 15, 1999
- ----------------------
Frances M. Gorish
/s/ R. Michael Kennedy Director June 15, 1999
- ----------------------
R. Michael Kennedy
-7-
<PAGE>
/s/ Fred M. Knipp Director June 15, 1999
- ----------------------
Fred M. Knipp
/s/ Emil R. Krahulik Director June 15, 1999
- ----------------------
Emil R. Krahulik
/s/ Thomas F. Lawrence, Jr. Director June 15, 1999
- ---------------------------
Thomas F. Lawrence, Jr.
/s/ Henry L. Nielsen, Jr. Director June 15, 1999
- --------------------------
Henry L. Nielsen, Jr.
/s/ John W. Sanford III Director June 15, 1999
- --------------------------
John W. Sanford III
/s/ Robert N. Smith Director June 15, 1999
- -------------------------
Robert N. Smith
-8-
Exhibit 4.5
-----------
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
STOCK OPTION AGREEMENT FOR DIRECTORS
------------------------------------
- -
- -------------------------------------------------------- ------- ---- --------
Name of Participant Social Security Number
- --------------------------------------------------------------------------------
Street Address
- ------------------------------------ ------------------------- ---------------
City State ZIP Code
This Stock Option Agreement is intended to set forth the terms and conditions on
which an option ("Option") to purchase shares of common stock ("Shares") of
Warwick Community Bancorp, Inc. ("Company") has been granted to you
("Participant") under the Stock Option Plan of Warwick Community Bancorp, Inc.
("Plan"). Set forth below are the specific terms and conditions applicable to
the Option. Attached as Appendix A are the general terms and conditions
applicable to the Option.
======================================================== =====================
OPTION GRANT
======================================================== =====================
Grant Date 6/24/1998
Class of Shares* Common
No. of Shares Awarded* 19,819
Exercise Price Per Share* $17.00
Percentage Vesting on June 24th of Each of the
Following Years: 1999, 2000, 2001, 2002 and 2003* 20%
Expiration Date** 6/24/2008
======================================================== =====================
* Subject to adjustment as provided in the Plan and Appendix A hereto.
** The Option shall be exercisable until, but not on, the expiration date.
By signing where indicated below, the Company hereby acknowledges that it has
granted the Option listed above upon the specified terms and conditions, and the
Participant acknowledges receipt of this Agreement, including Appendix A, and a
copy of the Plan, and agrees to observe and be bound by the terms and conditions
set forth herein and therein.
WARWICK COMMUNITY BANCORP, INC. PARTICIPANT
By:
-------------------------------------------- --------------------------
Ronald J. Gentile
President and Chief Operating Officer
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT FOR DIRECTORS
GENERAL TERMS AND CONDITIONS OF OPTION
Section 1. STOCK OPTION. The Company does not intend the Option
granted hereby to be an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended ("Code").
Section 2. TERM OF AWARD. (a) Subject to Sections 2(b) and 3 hereof,
the Participant shall have the right to purchase all or any portion of the
Shares subject to the Option granted hereby at any time during the period
("Option Period") commencing on the first anniversary of the date such Option
was granted and ending on the earliest of:
(i) the close of business on the last day of the three-month period
commencing on the date the Participant ceases to be a member of the board
of directors of the Company, other than on account of death, Disability or
removal for cause in accordance with the Company's by-laws, and such person
does not continue to serve as an active advisory or emeritus director of
the Company, or in a similar capacity, as determined by the board of
directors of the Company;
(ii) the close of business on the last day of the one-year period
commencing on the date the Participant ceases to be a member of the board
of directors of the Company due to death or Disability;
(iii) the date and time when the Participant ceases to be a member of
the board of directors of the Company due to removal for cause in
accordance with the Company's by-laws; or
(iv) the last day of the 10-year period commencing on the date on
which the Option was granted.
(b) Subject to Section 3 hereof, upon termination of the Participant's
service as a director of the Company, any Option granted hereby that is not
exercisable as of the date of such termination shall be forfeited. For purposes
of this Agreement and the Plan, service shall be deemed to continue for so long
as the Participant is serving as an active advisory or emeritus director of the
Company, or in a similar capacity, as determined by the Company's board of
directors.
Section 3. VESTING. The specified percentage of Shares subject to the
Option granted hereby shall become vested and available for purchase by the
Participant as of the specified vesting date(s); PROVIDED, HOWEVER, that in the
event of the Participant's death, Disability or Retirement or a Change in
Control of the Company or Bank prior to the applicable vesting date, such
optioned Shares shall become immediately vested and available for purchase as of
the date of such Participant's death, Disability or Retirement or the date of
such Change in Control. In the event of removal for cause, the Option granted
hereby shall expire.
Section 4. EXERCISE PRICE. During the Option Period, and after the
Option becomes exercisable, the Participant shall have the right to purchase all
or any portion of the Shares subject to the Option at the Exercise Price per
Share.
<PAGE>
Section 5. METHOD OF EXERCISE. Subject to the limitations of the Plan
and this Agreement, the Participant may, at any time during the Option Period
described in Section 2 hereof, exercise his or her right to purchase all or any
part of the Shares to which the Option relates; PROVIDED, HOWEVER, that the
minimum number of Shares which may be purchased at any time shall be 100, or, if
less, the total number of Shares relating to the Option which remain
unpurchased. The Participant shall exercise the Option to purchase Shares by:
(a) giving written notice to the Committee, in the form attached
hereto as Appendix B; and
(b) delivering to the Committee full payment of the Exercise Price per
Share for the Shares to be purchased in one of the methods described below.
The date of exercise shall be the earliest date practicable following the date
the requirements of this Section 5 have been satisfied. Payment shall be made in
full in cash (by certified or bank check, or such other instrument as the
Company may accept, made payable to the order of Warwick Community Bancorp,
Inc.) or by one or more of the following: (i) in the form of Shares already
owned by the Participant, duly endorsed for transfer and with all necessary
stock transfer tax stamps attached, having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by requesting the Company to cancel without payment Options outstanding to
such Participant for that number of Shares whose aggregate Fair Market Value on
the date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; (iii) by delivering a
properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the purchase price; or (iv) by any
combination of (i), (ii) and (iii).
Section 6. DELIVERY OF OPTIONED SHARES. As soon as is practicable
following the date on which the Participant has satisfied the requirements of
Section 5 hereof, the Committee shall take such action as is necessary to cause
the issuance of a stock certificate evidencing the Participant's ownership of
the Shares that have been purchased. The Participant shall have no right to vote
or to receive dividends, nor have any other rights with respect to the Shares,
prior to the date as of which such Shares are transferred to the Participant on
the stock transfer records of the Company, and no adjustments shall be made for
any dividends or other rights for which the record date is prior to the date as
of which such transfer is effected, except as may be required under Section 8.3
of the Plan.
Section 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the event of
any merger, consolidation or other business reorganization (including but not
limited to a Change in Control) in which the Company is the surviving entity,
and in the event of any stock split, stock dividend or other event generally
affecting the number of Shares held by each person who is then a shareholder of
record, the number of Shares subject to the Option granted hereby and the
Exercise Price per Share of such Option shall be adjusted in accordance with
Section 8.3 of the Plan to account for such event. In the event of any merger,
consolidation or other business reorganization in which the Company is not the
surviving entity, any Option granted hereby may be canceled and payment made
therefor in accordance with the Plan.
Section 8. NO RIGHT TO CONTINUED BOARD MEMBERSHIP. Nothing in this
Agreement or the Plan, nor any action of the Board or the Committee with respect
to this Agreement or the Plan, shall be held or construed to confer upon the
Participant any right to a continuation of his or her position as a director of
the Company or any of its affiliates. Notwithstanding the effectiveness of this
Agreement, the Participant may be removed or otherwise dealt with to the same
extent as though this Agreement had not been entered into.
-2-
<PAGE>
Section 9. TAXES. The Company shall have the right to deduct from all
amounts paid by the Company in cash with respect to the Option granted hereby
any taxes required by law to be withheld with respect to such Option. Where any
person is entitled to receive Shares pursuant to the exercise of the Option
granted hereby, the Company shall have the right to require such person to pay
to the Company the amount of any tax which the Company is required to withhold
with respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 10. NOTICES. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five days after
mailing if mailed, postage prepaid, by registered or certified mail, return
receipt requested, addressed to such party at the address listed below, or at
such other address as one such party may by written notice specify to the other
party:
(a) If to the Committee:
Warwick Community Bancorp, Inc.
c/o The Warwick Savings Bank
18 Oakland Avenue
Warwick, New York 10990-0591
Attention: Corporate Secretary
-------------------
(b) If to the Participant, to the Participant's address as shown in
the Bank's records.
Section 11. RESTRICTIONS ON TRANSFER. The Option granted hereby shall
not be subject in any manner to anticipation, alienation or assignment, nor
shall such Option be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Participant other than
by will or by the laws of descent and distribution or as otherwise permitted by
the Plan. This Section 11 shall not prevent the Participant from designating, in
the form attached hereto as Appendix C, a Beneficiary or Beneficiaries to
exercise such Participant's Option following such Participant's death.
Section 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and shall be binding upon the Company and the Participant and their
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in this
Agreement, words used in the singular may be read in the plural, words used in
the plural may be read in the singular and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference to
a section number shall refer to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically defined herein
shall have the meanings assigned to them under the Plan.
Section 14. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflicts of laws principles thereof, except to the extent
that such laws are preempted by federal law. This Agreement shall be construed
to comply with the applicable regulations of the New York Banking Board and the
Federal Deposit Insurance Corporation.
Section 15. AMENDMENT. This Agreement may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between the Company and the
Participant.
-3-
<PAGE>
Section 16. PLAN PROVISIONS CONTROL. This Agreement and the rights and
obligations created hereby shall be subject to all of the terms and conditions
of the Plan. In the event of any conflict between the provisions of the Plan and
the provisions of this Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control.
Section 17. ACCEPTANCE BY PARTICIPANT. By executing this Agreement and
returning a fully executed copy hereof to the Committee at the address specified
in Section 10 hereof, the Participant signifies acceptance of the terms and
conditions of this Agreement and the Plan. If a fully executed copy of this
Agreement is not received by the Committee within 45 days after the later of the
date of grant or the date this Agreement is received by the Participant, the
Committee may revoke the Option granted, and thereby avoid all obligation,
hereby.
Section 18. EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes any prior
agreement between the Company and the Participant.
-4-
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT FOR DIRECTORS
NOTICE OF EXERCISE OF STOCK OPTION
- -
- -------------------------------------------------------- ------ ------ --------
Print Name of Option Holder (Last, First, Middle Initial) Social Security Number
1. INSTRUCTIONS. (IMPORTANT INFORMATION; PLEASE READ CAREFULLY.) Use this
Notice to inform the Committee that you are exercising your right to
purchase shares of common stock ("Shares") of Warwick Community Bancorp,
Inc. ("Company") pursuant to an option ("Option") granted under the Stock
Option Plan of Warwick Community Bancorp, Inc. ("Plan"). If you are not the
Participant, you must attach to this Notice a copy of the Beneficiary
Designation Form executed by the Participant or other proof of your right
to exercise the Option granted under the Stock Option Agreement entered
into between the Company and the Participant ("Agreement"). To exercise the
Option, this Notice should be completed and personally delivered or mailed
by certified mail, return receipt requested, to: Warwick Community Bancorp,
Inc., c/o The Warwick Savings Bank, 18 Oakland Avenue, Warwick, New York
10990-0591, Attention: Corporate Secretary. The effective date of the
exercise of the Option shall be the earliest date practicable following the
date this Notice is received by the Committee, but in no event more than
three business days after the date this Notice is received by the
Committee, subject to such rules and procedures as the Company may
establish for "cashless exercises." Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Notice is subject to all of the terms and conditions
of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Stock Option Agreement made and entered
into as of ______________ ___, 1999 by and between the Company and [ENTER
THE NAME OF THE PARTICIPANT], I hereby exercise my right to purchase
__________ Shares granted under the Plan on ______________ ___, ____ [ENTER
THE DATE OF GRANT] at an Exercise Price per Share of $_________, for a
total Exercise Price of $_____________ [ENTER THE PRODUCT OF THE NUMBER OF
SHARES MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As payment for such
Shares, I [CHECK AND COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN
(A) AND (B) MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
(A) /_/ enclose a certified or bank check, or such other
instrument as the Company may accept, payable to
the order of Warwick Community Bancorp, Inc. in
the amount of $_________
(B) /_/ enclose Shares duly endorsed for transfer to
Warwick Community Bancorp, Inc. with all necessary
stock transfer tax stamps attached and having a
Fair Market Value of $_________
(C) /_/ authorize ______________________________ [ENTER
THE NAME OF THE BROKERAGE OR INVESTMENT BANKING
FIRM WITH WHOM YOU HAVE MADE ARRANGEMENTS TO
EFFECT A "CASHLESS EXERCISE," OR SEE THE CORPORATE
SECRETARY OF THE COMPANY FOR INFORMATION] to sell,
pursuant to a "cashless exercise," such Shares
subject to the Option having a Fair Market Value
of $_________
Total Exercise Price $_________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
Name and Address Social Security No. No. of Shares
---------------- ------------------- -------------
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-------------------- --------------
- -----------------------------------------
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4. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not The Warwick Savings
Bank or the Company) regarding the application of all laws-- particularly
tax and securities laws-- to the transactions to be effected pursuant to
the Option and this Notice. I understand that I will be responsible for
paying any federal, state and local taxes that may become due upon the
purchase and/or sale (including a sale pursuant to a "cashless exercise")
or other disposition of Shares issued pursuant to this Notice and that I
must consult with my own tax advisor regarding how and when such income
will be reportable.
Date:
- ------------------------------------------------------ -----------------
Signature
- --------------------------------------------------------------------------------
Address
- --------------------------------INTERNAL USE ONLY-------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
<S> <C>
This Notice was received by the Committee on the date indicated. Comments
By
----------------------------------------- --------------------
Authorized Signature Date
- --------------------------------------------------------------------------------------------------
</TABLE>
Exhibit 4.6
-----------
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
STOCK OPTION AGREEMENT FOR EMPLOYEES
- -
- --------------------------------------------- --------- ------------ ---------
NAME OF PARTICIPANT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- ----------------------------------- ------------------------ ------------------
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which an option ("Option") to purchase shares of common stock ("Shares") of
Warwick Community Bancorp, Inc. ("Company") has been granted to you
("Participant") under the Stock Option Plan of Warwick Community Bancorp, Inc.
("Plan"). Set forth below are the specific terms and conditions applicable to
the Option. Attached as Appendix A are the general terms and conditions
applicable to the Option.
================================================================================
OPTION GRANT
================================================================================
Grant Date 6/24/1998
Class of Shares* Common
No. of Shares Awarded* [ ]
Exercise Price Per Share* $17.00
Percentage Vesting on June 24th of Each of the
Following Years: 1999, 2000, 2001, 2002 and 2003* 20%
Expiration Date** 6/24/2008
================================================================================
* SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND APPENDIX A HERETO.
** THE OPTION SHALL BE EXERCISABLE UNTIL, BUT NOT ON, THE EXPIRATION DATE.
By signing where indicated below, the Company hereby acknowledges that it has
granted the Option listed above upon the specified terms and conditions, and the
Participant acknowledges receipt of this Agreement, including Appendix A, and a
copy of the Plan, and agrees to observe and be bound by the terms and conditions
set forth herein and therein.
WARWICK COMMUNITY BANCORP, INC. PARTICIPANT
By:
--------------------------------------------- ------------------------------
RONALD J. GENTILE
PRESIDENT AND CHIEF OPERATING OFFICER
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT FOR EMPLOYEES
GENERAL TERMS AND CONDITIONS OF OPTION
Section 1. STOCK OPTION. The Company intends the Option
granted hereby to be an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended ("Code"). If the Option or
any part of the Option does not qualify as an "incentive stock option" under the
Plan or the Code, the Option or the part not qualifying shall be treated as a
Non-Qualified Stock Option under the Code.
Section 2. TERM OF AWARD. (a) Subject to Sections 2(c) and 3
hereof, the Participant shall have the right to purchase all or any portion of
the Shares subject to the Option granted hereby at any time during the period
("Option Period") commencing on the first anniversary of the date such Option
was granted and ending on the earliest of:
(i) the close of business on the last day of the three-month
period commencing on the date of the Participant's termination of
employment with the Company, other than on account of death or
Disability, Retirement or a Termination for Cause;
(ii) the close of business on the last day of the one-year
period commencing on the date of the Participant's termination of
employment with the Company due to death, Disability or Retirement;
(iii) the date and time when the Participant ceases to be an
employee of the Company due to a Termination for Cause; or
(iv) the last day of the 10-year period commencing on the date
on which the Option was granted.
(b) If the Option qualifies as an incentive stock option, the
favorable tax treatment applicable to incentive stock options may not apply if
the Option is exercised more than three months after the Participant's
termination of employment for reasons other than Disability or death. If the
Option qualifies as an incentive stock option, the favorable tax treatment
applicable to incentive stock options will apply if the Option is exercised
within one year after the Participant's termination of employment due to
Disability or death.
(c) Subject to Section 3 hereof, upon termination of the
Participant's employment with the Company, any Option granted hereby that is not
exercisable as of the date of such termination shall be forfeited. For purposes
of this Agreement and the Plan, employment shall be deemed to continue for so
long as the Participant is serving as an officer, employee, outside director,
advisory director, emeritus director or consultant to the Company or is subject
to and is observing the terms of a written agreement restricting his or her
ability to compete or imposing other restrictive covenants.
Section 3. VESTING. The specified percentage of Shares subject
to the Option granted hereby shall become vested and available for purchase by
the Participant as of the specified vesting date(s); PROVIDED, HOWEVER, that in
the event of the Participant's death, Disability or Retirement or a Change in
Control of the Company or Bank prior to the applicable vesting date, such
optioned Shares shall become immediately vested and available for purchase as of
the date of such Participant's death, Disability or
-3-
<PAGE>
Retirement or the date of such Change in Control. In the event of a Termination
for Cause, the Option granted hereby shall expire.
Section 4. EXERCISE PRICE. During the Option Period, and after
the Option becomes exercisable, the Participant shall have the right to purchase
all or any portion of the Shares subject to the Option at the Exercise Price per
Share.
Section 5. METHOD OF EXERCISE. Subject to the limitations of
the Plan and this Agreement, the Participant may, at any time during the Option
Period described in Section 2 hereof, exercise his or her right to purchase all
or any part of the Shares to which the Option relates; PROVIDED, HOWEVER, that
the minimum number of Shares which may be purchased at any time shall be 100,
or, if less, the total number of Shares relating to the Option which remain
unpurchased. The Participant shall exercise the Option to purchase Shares by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix B; and
(b) delivering to the Committee full payment of the Exercise
Price per Share for the Shares to be purchased in one of the methods
described below.
The date of exercise shall be the earliest date practicable following the date
the requirements of this Section 5 have been satisfied. Payment shall be made in
full in cash (by certified or bank check, or such other instrument as the
Company may accept, made payable to the order of Warwick Community Bancorp,
Inc.) or by one or more of the following: (i) in the form of Shares already
owned by the Participant, duly endorsed for transfer and with all necessary
stock transfer tax stamps attached, having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by requesting the Company to cancel without payment Options outstanding to
such Participant for that number of Shares whose aggregate Fair Market Value on
the date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; (iii) by delivering a
properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the purchase price; or (iv) by any
combination of (i), (ii) and (iii). If this Option qualifies as an incentive
stock option, the Participant shall not, without the prior written approval of
the Committee, dispose of the Shares acquired pursuant to the exercise of the
Option until after the later of (i) the second anniversary of the date on which
the incentive stock option was granted, or (ii) the first anniversary of the
date on which the Shares were acquired.
Section 6. DELIVERY OF OPTIONED SHARES. As soon as is
practicable following the date on which the Participant has satisfied the
requirements of Section 5 hereof, the Committee shall take such action as is
necessary to cause the issuance of a stock certificate evidencing the
Participant's ownership of the Shares that have been purchased. The Participant
shall have no right to vote or to receive dividends, nor have any other rights
with respect to the Shares, prior to the date as of which such Shares are
transferred to the Participant on the stock transfer records of the Company, and
no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected, except
as may be required under Section 8.3 of the Plan.
Section 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation or other business reorganization (including
but not limited to a Change in Control) in which the Company is the surviving
entity, and in the event of any stock split, stock dividend or other event
generally affecting the number of Shares held by each person who is then a
shareholder of record, the
-2-
<PAGE>
number of Shares subject to the Option granted hereby and the Exercise Price per
Share of such Option shall be adjusted in accordance with Section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation or
other business reorganization in which the Company is not the surviving entity,
any Option granted hereby may be canceled and payment made therefor in
accordance with the Plan.
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement or the Plan, nor any action of the Board or the Committee with respect
to this Agreement or the Plan, shall be held or construed to confer upon the
Participant any right to a continuation of his or her position as an employee of
the Company or any of its affiliates. Notwithstanding the effectiveness of this
Agreement, the Participant may be dismissed or otherwise dealt with to the same
extent as though this Agreement had not been entered into.
Section 9. TAXES. The Company shall have the right to deduct
from all amounts paid by the Company in cash with respect to the Option granted
hereby any taxes required by law to be withheld with respect to such Option.
Where any person is entitled to receive Shares pursuant to the exercise of the
Option granted hereby, the Company shall have the right to require such person
to pay to the Company the amount of any tax which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Warwick Community Bancorp, Inc.
c/o The Warwick Savings Bank
18 Oakland Avenue
Warwick, New York 10990-0591
Attention: CORPORATE SECRETARY
(b) If to the Participant, to the Participant's address as
shown in the Bank's records.
Section 11. RESTRICTIONS ON TRANSFER. The Option granted
hereby shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the
Participant other than by will or by the laws of descent and distribution or as
otherwise permitted by the Plan. This Section 11 shall not prevent the
Participant from designating, in the form attached hereto as Appendix C, a
Beneficiary or Beneficiaries to exercise such Participant's Option following
such Participant's death.
Section 12. SUCCESSORS AND ASSIGNS. This Agreement shall
inure to the benefit of and shall be binding upon the Company and the
Participant and their respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
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<PAGE>
reference to a section number shall refer to a section of this Agreement, unless
the context clearly indicates otherwise. Capitalized terms not specifically
defined herein shall have the meanings assigned to them under the Plan.
Section 14. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflicts of laws principles thereof, except to the extent
that such laws are preempted by federal law. This Agreement shall be construed
to comply with the applicable regulations of the New York Banking Board and the
Federal Deposit Insurance Corporation.
Section 15. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Participant.
Section 16. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereby shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control.
Section 17. ACCEPTANCE BY PARTICIPANT. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in Section 10 hereof, the Participant signifies acceptance of
the terms and conditions of this Agreement and the Plan. If a fully executed
copy of this Agreement is not received by the Committee within 45 days after the
later of the date of grant or the date this Agreement is received by the
Participant, the Committee may revoke the Option granted, and thereby avoid all
obligation, hereby.
Section 18. EFFECT ON PRIOR AGREEMENTS. This Agreement
contains the entire understanding between the parties hereto and supersedes any
prior agreement between the Company and the Participant.
-4-
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT FOR EMPLOYEES
NOTICE OF EXERCISE OF STOCK OPTION
----------------------------------
- -
- --------------------------------------------------------- ----- ------- -------
Print Name of Option Holder (Last, First, Middle Initial) Social Security Number
1. INSTRUCTIONS. (IMPORTANT INFORMATION; PLEASE READ CAREFULLY.) Use this
Notice to inform the Committee that you are exercising your right to
purchase shares of common stock ("Shares") of Warwick Community Bancorp,
Inc. ("Company") pursuant to an option ("Option") granted under the Stock
Option Plan of Warwick Community Bancorp, Inc. ("Plan"). If you are not the
Participant, you must attach to this Notice a copy of the Beneficiary
Designation Form executed by the Participant or other proof of your right
to exercise the Option granted under the Stock Option Agreement entered
into between the Company and the Participant ("Agreement"). To exercise the
Option, this Notice should be completed and personally delivered or mailed
by certified mail, return receipt requested, to: Warwick Community Bancorp,
Inc., c/o The Warwick Savings Bank, 18 Oakland Avenue, Warwick, New York
10990-0591, Attention: Corporate Secretary. The effective date of the
exercise of the Option shall be the earliest date practicable following the
date this Notice is received by the Committee, but in no event more than
three business days after the date this Notice is received by the Committee
("Effective Date"), subject to such rules and procedures as the Company may
establish for "cashless exercises." Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned to them
under the Plan. This Notice is subject to all of the terms and conditions
of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Stock Option Agreement made and entered
into as of ______________ ___, 1999 by and between the Company and [ENTER
THE NAME OF THE PARTICIPANT], I hereby exercise my right to purchase
__________ Shares granted under the Plan on ______________ ___, ____ [ENTER
THE DATE OF GRANT] at an Exercise Price per Share of $_________, for a
total Exercise Price of $_____________ [ENTER THE PRODUCT OF THE NUMBER OF
SHARES MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As payment for such
Shares, I [CHECK AND COMPLETE ONE OR MORE; THE SUM OF THE AMOUNTS SHOWN IN
(a) AND (b) MUST EQUAL THE TOTAL EXERCISE PRICE SHOWN ABOVE:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(a) / / enclose a certified or bank check, or such other instrument
as the Company may accept, payable to the order of Warwick
Community Bancorp, Inc. in the amount of $
-------------
(b) / / enclose Shares duly endorsed for transfer to Warwick
Community Bancorp, Inc. with all necessary stock transfer
tax stamps attached and having a Fair Market Value of $
-------------
(c) / / authorize ______________________________ [ENTER THE NAME OF
THE BROKERAGE OR INVESTMENT BANKING FIRM WITH WHOM YOU HAVE
MADE ARRANGEMENTS TO EFFECT A "CASHLESS EXERCISE," OR SEE THE
CORPORATE SECRETARY OF THE COMPANY FOR INFORMATION] to sell,
pursuant to a "cashless exercise," such Shares subject to the
Option having a Fair Market Value of $
-------------
Total Exercise Price $
-------------
</TABLE>
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
Name And Address Social Security No. No. Of Shares
---------------- ------------------- ---------------
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--------------------- ---------------
- ---------------------------------------
- ---------------------------------------
--------------------- ---------------
- ---------------------------------------
4.WITHHOLDING ELECTIONS. [NOT APPLICABLE IF OPTION QUALIFIES AS AN "INCENTIVE
STOCK OPTION."] [FOR PARTICIPANTS ONLY. BENEFICIARIES SHOULD NOT COMPLETE.] I
hereby request that any federal, state and local taxes required to be withheld
with respect to the Shares to be issued to me pursuant to this Notice be paid in
the following manner and amounts [COMPLETE SECTIONS (a), (b) AND (c); COMPLETE
SECTION (d) ONLY IF YOU ARE SUBJECT TO NEW YORK CITY INCOME TAXES]:
(a) FEDERAL INCOME TAX.
(i) MANNER OF PAYMENT. I request that any federal income taxes to be
withheld [CHECK (a), (b) OR (c)]:
(a) / / Be paid with a certified or bank check that I will
deliver to the Corporate Secretary on the day after the
Effective
Date of my Option exercise.
(b) / / Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(c) / / Be withheld from my paycheck next following the Effective
Date of my Option exercise.
(ii) RATE OF WITHHOLDING. I request that federal income taxes be
withheld at the rate of [CHECK (a) OR (b) AND COMPLETE AS
INDICATED]:
(a) / / %
-----------
(b) / / % [YOU MUST ENTER A RATE GREATER THAN THE
----------- RATE ENTERED BY THE COMMITTEE IN (a) ABOVE.]
<PAGE>
[CONTINUED FROM THE FRONT SIDE OF THIS FORM.]
(b) NEW YORK STATE INCOME TAX. I request that any New York State income
taxes to be withheld [CHECK (i), (ii) OR (iii)].
(i) / / Be paid with a certified or bank check that I will deliver
to the Corporate Secretary on the day after the Effective Date
of my Option exercise.
(ii) / / Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ / Be withheld from my paycheck next following the Effective Date
of my Option exercise.
New York State income tax will generally be withheld at a rate of %.
(c) EMPLOYMENT TAXES. (includes Federal Insurance Contribution Act, or
"FICA," taxes). I request that any FICA taxes to be withheld [CHECK
(i), (ii) OR (iii)]:
(i) / / Be paid with a certified or bank check that I will deliver
to the Corporate Secretary on the day after the Effective Date
of my Option exercise.
(ii) / / Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ / Be withheld from my paycheck next following the Effective Date
of my Option exercise.
FICA taxes will generally be withheld at the rate of ________________%
on the first $ _______________ of your wages for the _______________
taxable year ___________ and at __________% on any additional wages for
the _____________ taxable year.
(d) NEW YORK CITY INCOME TAX. [COMPLETE ONLY IF YOU ARE SUBJECT TO NEW YORK
CITY INCOME TAXES.] I request that any New York City income taxes to be
withheld [CHECK (i), (ii) OR (iii)]:
(i) / / Be paid with a certified or bank check that I will deliver
to the Corporate Secretary on the day after the Effective Date
of my Option exercise.
(ii) / / Be paid with the proceeds from a sale of Shares that would
otherwise be distributed to me.
(iii)/ / Be withheld from my paycheck next following the Effective Date
of my Option exercise.
New York City income tax will generally be withheld at a rate of %.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the amount
to be withheld and the method of withholding and advise me of its decision
prior to the Effective Date. I further understand that the Committee may
request additional information or assurances regarding the manner and time
at which I will report the income attributable to the exercise of my
Option.
I further understand that if I have elected to have Shares sold to satisfy
tax withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
5. IRREVOCABLE WITHHOLDING ELECTION. [THIS SECTION 5 APPLIES TO YOU ONLY IF
YOU ARE THE PARTICIPANT, YOU ARE STILL EMPLOYED BY THE WARWICK SAVINGS BANK
OR THE COMPANY WITH A TITLE OF, OR MORE SENIOR TO, VICE PRESIDENT AND YOU
HAVE REQUESTED IN SECTION 4 OF THIS FORM THAT ANY OR ALL FEDERAL, STATE OR
LOCAL TAXES BE PAID WITH THE PROCEEDS OF A SALE OF SHARES.] I understand
that in accordance with the Statement of Company Policy Regarding
Confidential Information and Stock and Securities Trading by Directors,
Officers and Employees, my election(s) to sell Shares in order to satisfy
tax withholding requirements is (are) irrevocable and must be received by
the Corporate Secretary during a quarterly "window period." A window period
is the ten-business day period beginning with the third business day
following the public announcement of the Company quarterly or annual
earnings.
6. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not The Warwick Savings
Bank or the Company) regarding the application of all laws-- particularly
tax and securities laws-- to the transactions to be effected pursuant to
the Option and this Notice. I understand that I will be responsible for
paying any federal, state and local taxes that may become due upon the
purchase and/or sale (including a sale pursuant to a "cashless exercise")
or other disposition of Shares issued pursuant to this Notice and that I
must consult with my own tax advisor regarding how and when such income
will be reportable.
Date:
- ------------------------------------------------- ------------------------
Signature
- --------------------------------------------------------------------------------
Address
- -------------------------------INTERNAL USE ONLY--------------------------------
================================================================================
This Notice was received by the Comments
Committee on the date indicated.
By
------------------------------- ------------------
AUTHORIZED SIGNATURE DATE Comments
================================================================================
-2-
Exhibit 4.7
-----------
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
AWARD NOTICE
- -
- --------------------------------------------- --------- ---------- ---------
NAME OF PARTICIPANT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- ----------------------------------- ------------------------ ------------------
CITY STATE ZIP CODE
This Award Notice is intended to set forth the terms and conditions on which an
award ("Award") of shares of common stock ("Shares") of Warwick Community
Bancorp, Inc. ("Company") has been granted to you ("Participant") under the
Recognition and Retention Plan of Warwick Community Bancorp, Inc. ("Plan"). Set
forth below are the specific terms and conditions applicable to the Award.
Attached as Appendix A are the general terms and conditions applicable to the
Award.
================================================================================
STOCK AWARD
================================================================================
Grant Date 6/24/1998
Class of Shares* Common
No. of Shares Awarded*
Percentage Vesting on June 24th of Each of the
Following Years: 1999, 2000, 2001, 2002 and 2003* 20%
================================================================================
* SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND APPENDIX A HERETO.
By signing where indicated below, the Company hereby acknowledges that it has
granted the Award listed above upon the specified terms and conditions, and the
Participant acknowledges receipt of this Award Notice, including Appendix A, and
a copy of the Plan, and agrees to observe and be bound by the terms and
conditions set forth herein and therein.
WARWICK COMMUNITY BANCORP, INC. PARTICIPANT
By:
--------------------------------------------- ------------------------------
RONALD J. GENTILE
PRESIDENT AND CHIEF OPERATING OFFICER
<PAGE>
APPENDIX A TO AWARD NOTICE
GENERAL TERMS AND CONDITIONS OF AWARD
Section 1. OWNERSHIP OF SHARES. The Shares covered by this
Award ("Awarded Shares") are held in trust by Orange County Trust Company
("Trustee") for the benefit of the Participant until such time as they are
distributed to the Participant or, if earlier, until the Participant forfeits
his or her rights to the Awarded Shares.
Section 2. VESTING. In general, the Awarded Shares shall
become vested and distributable to the Participant at the dates set forth in the
Award Notice; PROVIDED, HOWEVER, that the Awarded Shares shall become 100%
vested on the date of the Participant's death, Disability or Retirement or upon
the date of a Change in Control.
Section 3. FORFEITURES. In the event that the Participant's
service as an employee, director or director emeritus of the Company terminates
before all of the Awarded Shares become vested, any Awarded Shares that have not
yet become vested pursuant to section 2 of this Award Notice shall be forfeited.
Following such a forfeiture, the Participant will have no rights whatsoever with
respect to the Awarded Shares forfeited. For purposes of the Plan and this Award
Notice, service with the Company shall be deemed to continue for so long as the
Participant serves as an officer, employee, outside director, advisory director,
emeritus director or consultant to the Company or is subject to and is observing
the terms of a written agreement restricting his or her ability to compete or
imposing other restrictive covenants.
Section 4. DIVIDENDS. Any dividends or distributions declared
and paid with respect to the Shares held in the Trust Fund that are, as of the
record date for such dividend or distribution, allocated to the Participant in
connection with an Award shall be held in the Trust Fund and distributed to such
Participant at the same time as the related Shares.
Section 5. VOTING RIGHTS. Each Participant to whom an Award
has been made that is not fully vested shall have the right to direct the manner
in which all voting rights appurtenant to the Shares related to such Award will
be exercised while such Shares are held in the Trust Fund. Such a direction
shall be given by completing and filing a written direction, in the form and
manner prescribed by the Committee, with the inspector of elections, the Trustee
or such other person who shall be independent of the Company as the Committee
shall designate in the direction. If no such direction is given by the
Participant, then the voting rights appurtenant to the Awarded Shares shall not
be exercised.
Section 6. DISTRIBUTION OF SHARES. As soon as practicable
following the date any Awarded Shares become vested pursuant to this Award
Notice, the Committee shall take such actions as are necessary to cause the
transfer of record ownership of the Shares that have become vested from the
Trustee to the Award holder and shall cause the Trustee to distribute to the
Award holder all property other than Shares then being held in connection with
the Shares being distributed.
Section 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation or other business reorganization (including
but not limited to a Change in Control) in which the Company is the surviving
entity, and in the event of any stock split, stock dividend or other event
generally affecting the number of Shares held by each person who is then a
shareholder of record, the number of Shares held in the Trust Fund, including
the Awarded Shares, shall be adjusted to account for such event in accordance
with Section 8.3 of the Plan. In the event of any merger, consolidation or other
business reorganization in which the Company is not the surviving entity, any
money, stock, securities or other
<PAGE>
property received by shareholders of record in connection with such merger,
consolidation or other business reorganization shall be allocated to the
Participant in accordance with Section 8.3 of the Plan.
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Award Notice or the Plan, nor any action of the Board or the Committee with
respect to this Award Notice or the Plan, shall be held or construed to confer
upon the Participant any right to a continuation of employment by the Company.
The Participant may be dismissed or otherwise dealt with to the same extent as
though this Award had not been made.
Section 9. TAXES. The Company, the Committee or the Trustee
shall have the right to require any person entitled to receive Shares pursuant
to an Award to pay the amount of any tax which is required to be withheld with
respect to such Shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of Shares to cover the amount required to be
withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Warwick Community Bancorp, Inc.
c/o The Warwick Savings Bank
18 Oakland Avenue
Warwick, New York 10990-0591
Attention: CORPORATE SECRETARY
(b) If to the Participant, to the Participant's address as
shown in the Bank's records.
Section 11. RESTRICTIONS ON TRANSFER. An Award shall not be
transferable by the Participant other than by will or by the laws of descent and
distribution, and the Awarded Shares granted pursuant to such Award shall be
distributable during the lifetime of the Participant only to the Participant.
This Section 11 shall not prevent the Participant from designating , in the form
attached hereto as Appendix B, a Beneficiary or Beneficiaries to receive any
undistributed Shares that are, or become, available for distribution on or after
the date of the Participant's death.
Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon the Company and the
Participant and their respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section number shall refer to a section of this Award Notice,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflicts of laws principles
-2-
<PAGE>
thereof, except to the extent that such laws are preempted by federal law. This
Award Notice shall be construed to comply with the applicable regulations of the
New York Banking Board and the Federal Deposit Insurance Corporation.
Section 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Participant.
Section 16. PLAN PROVISIONS CONTROL. This Award Notice and the
rights and obligations created hereby shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Award Notice, the terms of the Plan, which
are incorporated herein by reference, shall control.
Section 17. ACCEPTANCE BY PARTICIPANT. By executing this Award
Notice and returning a fully executed copy hereof to the Committee at the
address specified in Section 10 hereof, the Participant signifies acceptance of
the terms and conditions of this Award Notice and the Plan. If a fully executed
copy of this Award Notice is not received by the Committee within 45 days after
the later of the date of the Award or the date this Award Notice is received by
the Participant, the Committee may revoke the Award granted, and thereby avoid
all obligation, hereby.
Section 18. EFFECT ON PRIOR AGREEMENTS. This Award Notice
contains the entire understanding between the parties hereto and supersedes any
prior agreement between the Company and the Participant.
-3-
-8-
Exhibit 23.1
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{Letterhead of Thacher Proffitt & Wood]
Writer's Direct Dial
(212) 912-7436
June 24, 1999
Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, New York 10990
Re: Stock Option Plan of Warwick Community Bancorp, Inc. and
Recognition And Retention Plan Of Warwick Community Bancorp, Inc.
-----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Warwick Community Bancorp, Inc.,
a Delaware corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 ("Registration Statement") under the
Securities Act of 1933, as amended, with respect to 924,915 shares of its common
stock, par value $.01 per share ("Shares"), of which 660,654 Shares are
authorized but unissued Shares which have been reserved for issuance ("Original
Issuance Shares") upon the exercise of stock options granted pursuant to the
Stock Option Plan of Warwick Community Bancorp, Inc. ("Option Plan"). The
remaining 264,261 Shares, which have been awarded under the Recognition and
Retention Plan of Warwick Community Bancorp, Inc. ("RRP"), are not Original
Issuance Shares. In rendering the opinion set forth below, we do not express any
opinion concerning law other than the federal law of the United States and the
corporate law of the state of Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Option Plan and the RRP and, where
we have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
<PAGE>
Warwick Community Bancorp, Inc. Page 2.
June 24, 1999
Based on the foregoing, we are of the opinion that the
Original Issuance Shares which are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms of the Option Plan, such Original Issuance Shares will be validly
issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
laws).
This opinion is given solely for the benefit of the
Corporation and purchasers of Shares under the Option Plan, and no other person
or entity is entitled to rely hereon without our express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Douglas J. McClintock
-----------------------------
Douglas J. McClintock
-8-
Exhibit 23.2
------------
ARTHUR
ANDERSEN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Warwick Community
Bancorp, Inc. of our report dated February 3, 1999 relating to the consolidated
statements of financial condition of Warwick Community Bancorp, Inc. and
subsidiaries as of December 31, 1998 and May 31, 1998, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for the seven months ended December 31, 1998 and for each of the years in
the two-year period ended May 31, 1998, included in Warwick Community Bancorp,
Inc.'s Transition Report on Form 10-K for the transition period from June 1,
1998 to December 31, 1998 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
New York, New York
June 24, 1999
