NORTH FORK BANCORPORATION, INC.
1999 STOCK COMPENSATION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
North Fork Bancorporation, Inc. (the "Company") hereby
establishes a long term incentive plan to be named the North Fork
Bancorporation, Inc. 1999 Stock Compensation Plan (the "Plan"),
for employees of the Company and its subsidiaries. The purpose
of this Plan is to encourage those employees who are given awards
by the committee administering the Plan to acquire and maintain
an interest in the Common Stock of the Company and thus to have
additional incentive to continue to work for the success of the
Company and its subsidiaries.
SECTION 2. DEFINITIONS
Whenever used herein, the following terms shall have the
respective meanings set forth below:
(a) AWARD means any Option or Restricted Stock or right to
receive either granted under the Plan.
(b) AWARD AGREEMENT means the written agreement evidencing an
Award under the Plan, which shall be executed by the Company and
the Award Holder. Award Holder shall mean the Employee or other
eligible individual designated to receive an Award under the Plan
or any permitted transferee of such Award.
(c) BOARD means the Board of Directors of the Company.
(d) CODE means the Internal Revenue Code of 1986, as amended and
in effect from time to time.
(e) COMMITTEE means the Stock and Compensation Committee of the
Board, or any successor to such Committee, the members of which
shall be elected by the Board.
(f) COMPANY means North Fork Bancorporation, Inc., a Delaware
corporation.
(g) EMPLOYEE means a salaried employee (including officers and
directors who are also employees) of the Company or any
Subsidiary.
(h) EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
(i) EXERCISE PRICE of an Option means a price fixed by the
Committee upon grant of the Option as the purchase price for
Stock under the Option, as such may be adjusted under Section 10
of the Plan.
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(j) FAIR MARKET VALUE means, for any particular day, (i) for any
period during which the Stock shall be listed for trading on a
national securities exchange, the average of the high and low
price per share of Stock on such exchange on such day, (ii) for
any period during which the Stock shall not be listed for trading
on a national securities exchange, but when prices for the Stock
shall be reported by the National Market System of the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"), the average of the high and low transaction price per
share as quoted by the National Market System of NASDAQ for such
day, (iii) for any period during which the Stock shall not be
listed for trading on a national securities exchange or its price
reported by the National Market System of NASDAQ, but when prices
for the Stock shall be reported by NASDAQ, the average of the
high and low bid price per share as reported by NASDAQ for such
day, or (iv) in the event none of (i), (ii) and (iii) above shall
be applicable, the fair market price per share of Stock for such
day as determined by the Board of Directors. If Fair Market
Value is to be determined as of a day when the securities markets
are not open, the Fair Market Value on that day shall be the Fair
Market Value on the nearest preceding day when the markets were
open.
(k) OPTION means the right to purchase Stock at the Exercise
Price for a specified period of time and subject to specified
conditions. For purposes of the Plan, all Options shall be
so-called nonqualified (or nonstatutory) stock options, not
qualifying as "incentive stock options" under Section 422 of the
Code.
(l) ORIGINAL ISSUE SHARES means shares of Stock authorized for
issuance but unissued by the Company.
(m) PERIOD OF RESTRICTION means the period during which
Restricted Stock is subject to forfeiture under Section 9 of the
Plan.
(n) REPORTING PERSON means a person subject to Section 16 of the
Exchange Act.
(o) RESTRICTED STOCK means shares of Stock awarded under the
Plan that are subject to certain risks of forfeiture during a
Period of Restriction, as provided in Section 9 of the Plan, and
which cease to be shares of Restricted Stock upon expiration of
the Period of Restriction.
(p) RULE 16B-3 means Rule 16b-3 promulgated by the Securities
and Exchange Commission pursuant to the Exchange Act, or any
successor regulation.
(q) STOCK means the Common Stock of the Company.
(r) SUBSIDIARY means a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
(s) TAXABLE EVENT means an event relating to an Award granted
under the Plan which requires federal, state or local tax to be
withheld by the Company or a Subsidiary.
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(t) TERMINATED FOR CAUSE means, (i) for Employees serving under
an employment agreement containing a provision for termination of
employment for "cause," termination of employment of the Employee
for "cause" pursuant to such provision, and (ii) for other
Employees, termination of employment of the Employee by a
two-thirds vote of the entire Board of Directors of the Company
or the Subsidiary employing such Employee, expressly for one or
both of the following "causes," as evidenced in a certified
resolution of the Board: (A) any willful misconduct by the
Employee which is materially injurious to the Company or the
Subsidiary, monetarily or otherwise; or (B) conviction of the
Employee with no further possibility of appeal of any felony
under applicable state or federal banking or financial
institution laws, or the agreement of the Employee to plead
guilty to any such felony.
(u) TREASURY SHARES means shares of Stock previously issued but
currently held by the Company in the treasury.
SECTION 3. ADMINISTRATION
The Plan will be administered by the Committee. The
determinations of the Committee shall be made in accordance with
its judgment as to the best interests of the Company and its
stockholders and in accordance with the purposes of the Plan.
Notwithstanding the foregoing, the Committee in its discretion
may delegate to the President or other appropriate officers of
the Company or any Subsidiary the authority to make any or all
determinations under the Plan (including the decision to grant
Awards and types of Awards granted) with respect and only with
respect to persons receiving Awards or Award Holders (other than
the delegatees) who are not Reporting Persons, notwithstanding
the fact that the delegatees may themselves be persons eligible
to receive Awards under the Plan and/or Reporting Persons. A
majority of members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the
Committee, and all actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding
and conclusive for all purposes and upon all persons.
SECTION 4. SHARES AUTHORIZED FOR AWARDS
(a) The maximum number of Original Issue Shares available
for Awards under the Plan is 4,000,000 shares and there is hereby
reserved on the books of the Company for issuance under the Plan
out of authorized but unissued shares an aggregate of 4,000,000
shares of Stock.
(b) In addition to the authorized Original Issue Shares
referred to in subparagraph (a), above, up to 1,000,000 Treasury
Shares may be issued from time to time pursuant to Awards granted
under the Plan without thereby diminishing the number of Original
Issue Shares authorized for issuance under the Plan. Treasury
Shares in excess of 1,000,000 also may be issued pursuant to
Awards granted under the Plan, PROVIDED THAT in the event of any
such issuance of excess Treasury Shares, the number of Original
Issue Shares remaining available for issuance under the Plan (and
the number of shares of Stock reserved on the books of the
Company for such issuance) shall be reduced PARI PASSU, with a
reduction of one share of <PAGE> available Original Issue Shares for
each share of excess Treasury Shares thus issued, and PROVIDED
FURTHER THAT no excess Treasury Shares may be issued if there are
no remaining Original Issue Shares available for Awards granted
under the Plan.
(c) The maximum number of shares of Stock that may be
awarded under the Plan in the form of Restricted Stock, whether
issued as Treasury Shares, excess Treasury Shares or Original
Issue Shares, shall be 3,300,000.
(d) For purposes of determining from time to time the
number of shares available for Awards under the Plan, shares of
Stock underlying outstanding but unexercised Options previously
granted under the Plan shall be deemed Original Issue Shares,
except in the event and to the extent that the Award Agreements
for any such unexercised Options may specifically provide that
shares issuable upon exercise of such Options must be Treasury
Shares. Shares actually issued by the Company upon exercise of
any Option granted under the Plan may be Original Issue Shares or
Treasury Shares as the Committee may determine in its discretion
from time to time, unless the relevant Award Agreement specifies
that the shares of Stock issuable upon exercise thereof shall be
Original Issue Shares or Treasury Shares.
(e) Upon termination or cancellation of outstanding
unexercised Options previously granted under the Plan, the shares
of Stock underlying such Options shall be returned to the Plan as
Original Issue Shares available for future grants of Awards
thereunder, PROVIDED THAT, if the Award Agreement pertaining to
any such terminated or cancelled Option specifies that shares of
Stock issuable upon exercise thereof shall be Treasury Shares,
upon termination or cancellation of such Option the underlying
shares shall be returned to the Plan as available Treasury
Shares.
(f) If payment of the Exercise Price of any Option granted
under the Plan is satisfied, upon exercise of such Option, by a
deemed surrender to the Company by the Holder of shares of Stock
previously owned by the party exercising the Option, the number
of shares of Stock deemed surrendered shall be returned to the
Plan as Original Issue Shares available for future grants of
Awards thereunder. If payment of the Exercise Price of any such
Option is satisfied upon exercise by an actual surrender of
shares of Stock previously owned by the party exercising the
Option, such number of shares actually surrendered shall be
returned to the Plan as Treasury Shares available for future
grants of Awards thereunder.
(g) If shares of Restricted Stock granted under the Plan
are forfeited prior to the vesting thereof, the number of shares
of Restricted Stock thus forfeited shall be returned to the Plan
as Treasury Shares available for future grants of Awards
thereunder, regardless of whether such shares of Restricted
Stock, when initially awarded to the forfeiting Holder, were
Treasury Shares, excess Treasury Shares or Original Issue Shares.
Such returned Treasury Shares may be the subject of and issued
pursuant to future Plan Awards without regard to the numerical
limitations of subparagraph (b), above, and shall not be treated
upon issuance as excess Treasury Shares under subparagraph (b),
regardless of the number of Treasury Shares previously awarded
under the Plan.
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SECTION 5. RECIPIENTS OF AWARDS
(a) Any Employee of the Company or any Subsidiary of the
Company will be eligible to receive one or more Awards under the
Plan if the Committee determines in its sole discretion that the
job performance of such Employee is likely to be significantly
enhanced by the latter's receipt of such Awards. Designation of
an Employee as a Participant to receive an Award in any year
shall not require the Committee to designate such Employee to
receive an Award in any other year or to designate any other
Employee to receive an Award in such year or any other year. The
Committee shall consider such factors as it deems pertinent in
selecting Employees to receive Awards and determining the type
and amount of their respective Awards.
(b) The Committee in its discretion may grant one or more
Awards to an individual, in connection with the hiring or
potential hiring of such individual by the Company or any
Subsidiary, prior to the date the latter becomes an Employee and
first performs services for the Company or such Subsidiary,
provided that no such Award shall become vested or exercisable
prior to a date established by the Committee upon grant, which
date shall not be earlier than the day 60 days after the date on
which the individual first becomes an Employee of the Company or
such Subsidiary.
(c) The Committee may grant one or more Awards to any
consultant, advisor or other person providing key services to the
Company or a Subsidiary, but only to the extent such grant does
not prohibit the Company from using a registration statement on
Form S-8, or any successor form, to register with the Securities
and Exchange Commission the shares of Stock authorized under the
Plan.
(d) No individual may receive under the Plan Awards
relating to more than 1,250,000 shares of Stock in the aggregate,
as adjusted from time to time in accordance with Section 10 of
the Plan.
SECTION 6. TYPES OF AWARDS
The following Awards, and rights thereto, may be granted
under the Plan in any proportion: Options and Restricted Stock,
as further described below. Except as specifically limited
elsewhere in this Plan, the Committee shall have complete
discretion in determining the type and number of Awards to be
granted to any eligible person and, subject to the provisions of
the Plan, the terms and conditions of each Award, which terms and
conditions need not be uniform as among different recipients of
Awards or different Awards of the same general type. Each Award
shall be evidenced by an Award Agreement, as provided in Section
7 of the Plan. From time to time, as the Committee deems
appropriate and in the best long-term interests of the Company
and its stockholders, the Committee may elect to modify or waive
one or more terms or conditions of an outstanding Award
previously granted under the Plan, provided that (i) no such
modification or waiver shall give the holder of any other Award
granted under the Plan any right to a similar modification or
waiver, (ii) no such modification or waiver of an Award shall
involve a change in the number of shares subject to the Award or
a change in the Exercise Price of an Option or the purchase
price, if any, of Restricted Stock which is the subject of the
Award, and (iii) any such modification or waiver which is adverse
or arguably adverse to the interests of <PAGE> the Award Holder shall
not be effective unless and until the Award Holder shall consent
thereto in writing.
SECTION 7. AWARD AGREEMENTS
As soon as practicable after the grant of an Award, the
Company shall notify the recipient of such grant and thereafter
shall hand deliver or mail to the recipient an Award Agreement,
duly executed by and on behalf of the Company, with the request
that the recipient execute the Agreement within 30 days after the
date of mailing or delivery by the Company and return the same to
the Company. The date of execution and return of the Award
Agreement shall not necessarily be or affect the date of grant of
the Award, which may precede such date of execution and return,
as the Committee may determine. If the recipient shall fail to
execute and return to the Company the Award Agreement within said
30-day period, the Committee may elect to treat the Award as void
and never granted. If an Award granted under the Plan is
eligible for transfer and the subject of a proposed eligible
transfer, no such transfer shall be or become effective until and
unless the permitted transferee shall have duly executed and
returned to the Company an Award Agreement in a form acceptable
to the Committee.
SECTION 8. STOCK OPTIONS
(a) Options shall consist of Options to purchase shares of
Stock at an Exercise Price established by the Committee upon
grant, which Exercise Price shall not be less than, but may be
more than, 100 percent of the Fair Market Value of the Stock on
the date of grant.
(b) The Committee shall establish upon grant the period of
time during which an Option will be exercisable by the Award
Holder, provided that no Option shall continue to be exercisable,
in whole or in part, later than ten years after the date of
grant. Subject to these limitations, the Committee may provide,
upon grant of an Option, that full exercisability will be phased
in and/or phased out over some designated period of time. The
Committee also may provide upon grant that exercisability of an
Option will be accelerated, to the extent such Option is not
already then exercisable, upon the subsequent occurrence of a
"change in control" of the Company, as defined by the Committee,
or such other occurrence as the Committee may specify.
Generally, exercisability of an Option granted to an Employee
also shall be conditioned upon continuity of employment by the
original recipient of the Award with the Company and its
Subsidiaries, provided that, if the Committee so provides upon
grant, exercisability of such an Option may continue for some
designated period of time after termination of employment, within
the following limitations: (i) if employment is terminated other
than due to the death of the original recipient, exercisability
may be extended to not more than one year after termination; and
(ii) if employment is terminated due to the death of the original
recipient, exercisability may be extended to the normal end of
the exercise period. However, in no event may any Option
continue to be exercisable more than ten years after the date of
grant. In addition, no Option granted to an Employee may be
exercisable after Termination for Cause of such Employee. Leaves
of absence granted by the Company for military service or illness
and transfers of employment between the Company and any
Subsidiary shall not constitute termination of employment.
<PAGE>
(c) Upon exercise of an Option, in whole or in part, the
Exercise Price with respect to the number of shares as to which
the Option is then being exercised may be paid by check or, if
the Award Holder so elects and the Committee shall have
authorized such form of payment, in whole or in part by surrender
to the Company of shares of Stock owned prior to exercise by the
Award Holder. Any previously-owned shares of Stock to be used in
full or partial payment of the Exercise Price shall be valued at
the Fair Market Value of the Stock on the date of exercise. In
lieu of the actual surrender of shares of Stock by the Award
Holder to the Company in any such stock-for-stock exercise, the
Award Holder may, with the consent of the Committee, in lieu of
surrendering some number of previously-owned shares of Stock,
affirm to the Company the Award Holder's ownership of such number
of shares, in which event the Company, upon its delivery of the
shares of Stock as to which the Option is being exercised, deduct
from the number of shares otherwise deliverable the number of
shares affirmed but not surrendered by the Award Holder.
Delivery by the Company of shares of Stock upon exercise of an
Option shall be made to the person exercising the Option or the
designee of such person subject to such terms, conditions,
restrictions and contingencies as the Committee may provide in
the Award Agreement. If so provided by the Committee upon grant
of the Option, the shares delivered upon exercise may be subject
to certain restrictions upon subsequent transfer or sale by the
Award Holder.
(d) The Committee may require reasonable advance notice of
exercise of an Option, normally not to exceed three calendar
days, and may condition exercise of an Option upon the
availability of an effective registration statement or exemption
from registration under applicable federal and state securities
laws relating to the Stock being issued upon exercise.
SECTION 9. RESTRICTED STOCK
(a) Restricted Stock shall consist of Stock or rights to
Stock awarded under the Plan by the Committee which, during a
Period of Restriction specified by the Committee upon grant,
shall be subject to forfeiture by the Award Holder to the Company
if the recipient ceases to be employed by the Company and its
Subsidiaries prior to the lapse of such restrictions. Restricted
Stock normally will not be transferable or assignable during the
Period of Restriction. Restricted Stock may be granted at no
cost to Participants or, if subject to a purchase price, such
price shall not exceed the par value of the Stock and may be
payable by the recipient to the Company in cash or by any other
means, including recognition of past employment, as the Committee
deems appropriate. The Committee may provide upon grant of an
Award of Restricted Stock that any shares of Restricted Stock as
may be purchased by the recipient thereunder and subsequently
forfeited by the recipient prior to expiration of the Period of
Restriction shall be reacquired by the Company at the purchase
price originally paid in cash by the recipient therefor.
(b) The minimum Period of Restriction for Restricted Stock
shall be three years from the date of grant of the Award. The
Committee may provide upon grant of an Award of Restricted Stock
that different numbers or portions of the shares subject to the
Award shall have different Periods of Restriction. The Committee
also may establish upon grant of an Award of Restricted Stock
that some or all of the shares subject thereto shall be subject
to additional restrictions upon transfer or sale (although not to
forfeiture) after expiration of the Period of Restriction.
<PAGE>
(c) The Award Holder of Restricted Stock shall be entitled
to all dividends declared and paid on Stock generally with
respect to all shares of Restricted Stock held thereby, from and
after the date of grant of such Award, or from and after such
later date or dates as may be specified by the Committee in the
Award, and the Award Holder shall not be required to return any
such dividends to the Company in the event of forfeiture of the
Restricted Stock.
(d) The Award Holder of Restricted Stock shall be entitled
to vote all shares of Restricted Stock held thereby from and
after the date of grant of such Award, or from and after such
later date or dates as may be specified by the Committee in the
Award.
(e) Pending expiration of the Period of Restriction,
certificates representing shares of Restricted Stock shall be
held by the Company or the transfer agent for the Stock. Upon
expiration of the Period of Restriction for any such shares,
certificates representing such shall be delivered to the Award
Holder or the permitted transferee, assignee or beneficiary
thereof.
SECTION 10. ADJUSTMENT PROVISIONS
(a) If the Company shall at any time change the number of
issued shares of Stock without new consideration to the Company
(such as by a stock dividend or stock split), the total number of
shares reserved for issuance under the Plan, the maximum number
of shares available for issuance as Restricted Stock, the maximum
number of shares available for Award of Options to any individual
under the Plan and the number of shares (and, in the case of
Options, the Exercise Price) covered by each outstanding Award
shall be adjusted so that the aggregate consideration payable to
the Company, if any, and the value of each such Award to the
Award Holder shall not be changed. Awards may also contain
provisions for their continuation or for other equitable
adjustments after changes in the Stock resulting from
reorganization, sale, merger, consolidation, issuance of stock
rights or warrants or similar occurrence.
(b) Notwithstanding any other provision of this Plan, and
without affecting the number of shares reserved or available for
issuance hereunder, the Board of Directors shall use best efforts
to authorize the issuance or assumption of benefits under the
Plan in connection with any merger, consolidation, acquisition of
property or stock, or reorganization involving the liquidation,
discontinuation, merger out of existence or fundamental corporate
restructuring of the Company, upon such terms and conditions as
it may deem appropriate.
SECTION 11. TRANSFERS OF AWARDS
Subject to any overriding restrictions and conditions as may
be established from time to time by the Board of Directors, the
Committee may determine that any Award granted under the Plan may
be transferable, in the case of an Option, prior to exercise
thereof, and in the case of Restricted Stock, prior to expiration
of the Period of Restriction therefor, under such terms and
conditions as the Committee may specify. Unless the Committee
shall specifically determine that an Award is thus transferable
by the original recipient thereof, each Award granted under the
Plan shall not be transferable by the original recipient thereof,
otherwise than by will or the laws of descent and distribution,
and shall be exercisable, during the recipient's lifetime, only
by the recipient. In the event of the death of an Award Holder
holding an unexercised Option, exercise of the Option may be made
only by the executor or administrator of the estate of the Award
<PAGE>
Holder or the person or persons to whom the deceased Award
Holder's rights under the Option shall pass by will or the laws
of descent and distribution, and such exercise may be made only
to the extent that the deceased Award Holder was entitled to
exercise such Option at the date of death. If and to the extent
the Committee shall so provide upon grant, the Period of
Restriction for Restricted Stock may be foreshortened upon the
death of the Award Holder during the Period of Restriction, such
that the Stock shall be deemed not to be forfeited and no longer
to be Restricted Stock as of the date of death.
SECTION 12. TAXES
The Company shall be entitled to withhold, and shall
withhold, the minimum amount of any federal, state or local tax
attributable to any shares deliverable under the Plan, whether
upon exercise of an Option or expiration of a Period of
Restriction for Restricted Stock or occurrence of any other
Taxable Event, after giving the person entitled to receive such
delivery notice as far in advance of the Taxable Event as
practicable, and the Company may defer making delivery as to any
Award, if any such tax is payable, until indemnified to its
satisfaction. Such withholding obligation of the Company may be
satisfied by any reasonable method, including, if the Committee
so provides upon grant of the Award, reducing the number of
shares otherwise deliverable to or on behalf of the Award Holder
on such Taxable Event by a number of shares of Stock having a
fair value, based on the Fair Market Value of the Stock on the
date of such Taxable Event, equal to the amount of such
withholding obligation.
SECTION 13. NO RIGHT TO EMPLOYMENT
An Employee's right, if any, to continue to serve the
Company and any Subsidiary as an officer, employee or otherwise
shall not be enhanced or otherwise affected by the designation of
such Employee as a recipient of an Award under the Plan.
SECTION 14. DURATION, AMENDMENT AND TERMINATION
No Award shall be granted under the Plan on or after the
date which is the tenth anniversary date of the adoption by the
Committee or the Board of this Plan. The Committee or the Board
may amend the Plan from time to time or terminate the Plan at any
time. By mutual agreement between the Company and an Award
Holder, one or more Awards may be granted to such Award Holder in
substitution and exchange for, and in cancellation of, any
certain Awards previously granted such Award Holder under the
Plan, provided that any such substitution Award shall be deemed a
new Award for purposes of calculating any applicable exercise
period for Options or Period of Restriction for Restricted Stock.
To the extent that any Awards which may be granted within the
terms of the Plan would qualify under present or future laws for
tax treatment that is beneficial to an Award Holder, any such
beneficial treatment shall be considered within the intent,
purpose and operational purview of the Plan and the discretion of
the Committee, and to the extent that any such Awards would so
qualify within the terms of the Plan, the Committee shall have
full and complete authority to grant Awards that so qualify
(including the authority to grant, simultaneously or otherwise,
Awards which do not so qualify) and to prescribe the terms and
conditions (which need not be identical as among recipients) in
respect to the grant or exercise of any such Awards under the
Plan.
<PAGE>
SECTION 15. MISCELLANEOUS PROVISIONS
(a) NAMING OF BENEFICIARIES. In connection with an Award,
an Award Holder may name one or more beneficiaries to receive the
Award Holder's benefits, to the extent permissible pursuant to
the various provisions of the Plan, in the event of the death of
the Award Holder.
(b) SUCCESSORS. All obligations of the Company under the
Plan with respect to Awards issued hereunder shall be binding on
any successor to the Company.
(c) GOVERNING LAW. The provisions of the Plan and all
Award Agreements under the Plan shall be construed in accordance
with, and governed by, the laws of the State of Delaware without
reference to conflict of laws provisions, except insofar as any
such provisions may be expressly made subject to the laws of any
other state or federal law.
This Plan supersedes in its entirety the form of this Plan
included as Exhibit 10.12 to the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission on
March 30, 2000.
Dated January 31, 2000
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