<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
Haven Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-3153802
(I.R.S. Employer Identification No.)
93-22 Jamaica Avenue
Woodhaven, New York 11421
(718) 847-7041
(Address, including Zip Code, of principal executive offices)
Haven Bancorp, Inc. 1996 Stock Incentive Plan
(Full title of the Plan)
Copy to:
Phillip S. Messina Lisa M. Miller, Esq.
President and Chief Executive Officer Thacher Proffitt & Wood
Haven Bancorp, Inc. Two World Trade Center
93-22 Jamaica Avenue 39th Floor
Woodhaven, New York 11421 New York, New York 10048
(718) 847-7041 (212) 912-7400
(Name and address, including Zip Code, telephone number and area
code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 210,000 shares $27.625 $5,451,309 $1,879.76
</TABLE>
(1) Based on the number of shares of common stock of Haven
Bancorp, Inc. ("Haven") currently reserved for issuance under the
Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan"). In
addition to such shares, this registration statement also covers an
undetermined number of shares of common stock of Haven that, by
reason of certain events specified in the Plan, may become issuable
under the Plan or options granted thereunder.
<PAGE>
(2) Estimated solely for purpose of calculating the registration
fee in accordance with Rule 457 of the Securities Act of 1933,
pursuant to which shares of restricted stock and shares subject to
outstanding options are deemed to be offered at the average of the
bid and ask prices of Haven common stock on the date of grant or
the prices at which such options may be exercised and shares that
may be granted as restricted stock or acquired through the exercise
of options granted in the future are deemed to be offered at
$27.625 per share, the average of the bid and ask prices of Haven
common stock at the close of the day on June 24, 1996 as reported
on the Nasdaq National Market.
<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 (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not required to be filed with the Commission.
NOTE: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule
428(b)(1). Such document 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 of 1933, as amended
("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. 000-21628) 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, 1995, which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act");
(2) the description of the Registrant's Common Stock (the
"Common Stock") contained in the Registrant's Registration
Statement on Form S-1 filed on April 14, 1993, Registration No. 33-
61048, and any amendments thereto;
(3) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(4) the Registrant's Current Reports on Form 8-K, dated
January 25, 1996, as amended, filed by the Registrant pursuant to
Section 13 of the Exchange Act; and
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<PAGE>
(5) the Haven Bancorp, Inc. Proxy Statement dated March 20,
1996 for the Annual Meeting of Shareholders held on April 24, 1996.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof 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 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.
Haven Bancorp, Inc. 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 Catherine
Califano, Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New
York 11421. Telephone requests may be directed to (718) 847-7041.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Registrant by Thacher
Proffitt & Wood, Two World Trade Center, 39th Floor, New York, New
York 10048.
3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended,
of the Delaware General Corporation Law ("GCL") and by the
Certificate of Incorporation of the Registrant.
Article Tenth of the Certificate of Incorporation of the Registrant
provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or agent
of another corporation, will be indemnified and held harmless by
the Registrant to the fullest extent authorized by the GCL. Such
indemnification shall apply whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent. Such indemnification shall
be against all expenses, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonable incurred or suffered in connection
with the proceeding. This right to indemnification includes, to
the extent permitted by the GCL, the right to be paid by the
Registrant the expenses incurred in defending any such proceeding
in advance of its final determination.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been
received by the Registrant, the indemnitee may at any time
thereafter bring suit against the Registrant to recover the unpaid
amount of the claim. If successful in whole or in part in any such
suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be
paid also the expenses of prosecuting (or defending) such suit. In
any such suit, it shall be a defense to the Registrant that the
indemnitee has not met any applicable standard for indemnification
set forth in the GCL. The burden of proof in any such suit shall
be on the Registrant to prove that the indemnitee is not entitled
to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right
which any person may have or hereafter acquire under any statute,
the Registrant's Bylaws, agreement, vote of stockholders,
disinterested directors, or otherwise. The Registrant maintains
directors' and officers' liability insurance coverage for all
directors and officers of Haven Bancorp, Inc. and its subsidiaries
through Aetna Casualty & Surety for one year policy terms ending
April 14, 1997.
4
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Haven Bancorp, Inc. pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan
4.2 Forms of Option and Restricted Stock Agreements for
Employees and Directors under the Plan
4.3 Certificate of Incorporation of Haven Bancorp, Inc.,
incorporated by reference to the Registrant's Registration
Statement on Form S-1 filed on April 14, 1993, Registration
No. 33-61048, and any amendments thereto.
4.4 By-Laws of Haven Bancorp, Inc., incorporated by reference
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, which was filed with
the Commission pursuant to the Securities Exchange Act of
1934, as amended.
5. 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
hereof).
23.2 Consent of KPMG Peat Marwick LLP.
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: 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;
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
5
<PAGE>
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(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 Securities Exchange Act of 1934; 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 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 on 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
Woodhaven, State of New York on the 28th day of June, 1996.
Haven Bancorp, Inc.
(Registrant)
/s/ Philip S. Messina
By: ________________________
Philip S. Messina
President 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Philip S. Messina
__________________________ President and Chief Executive Officer June 28, 1996
Phillip S. Messina (Principal Executive Officer) and Director
/s/ Catherine Califano
__________________________ Senior Vice President and Chief Financial Officer June 28, 1996
Catherine Califano (Principal Financial and Accounting Officer)
/s/ George S. Worgul
__________________________ Director and Chairman of the Board June 28, 1996
George S. Worgul
/s/ Robert L. Koop
__________________________ Director June 28, 1996
Robert L. Koop
/s/ Robert J. Webster
__________________________ Director June 28, 1996
Robert J. Webster
/s/ William J. Claffey
__________________________ Director June 28, 1996
William J. Claffey
/s/ Robert M. Sprotte
__________________________ Director June 28, 1996
Robert M. Sprotte
/s/ Joseph A. Ruggiere
__________________________ Director June 28, 1996
Joseph A. Ruggiere
/s/ Michael J. Fitzpatrick
__________________________ Director June 28, 1996
Michael J. Fitzpatrick
/s/ Robert M. Cashill
__________________________ Director June 28, 1996
Robert M. Cashill
</TABLE>
7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan
4.2 Forms of Option and Restricted Stock Agreements
for Employees and Directors under the Plan
4.3 Certificate of Incorporation of Haven Bancorp,
Inc., incorporated by reference to the
Registrant's Registration Statement on Form S-1,
filed on April 14, 1993, Registration No. 33-61048,
and any amendments thereto
4.4 By-Laws of Haven Bancorp, Inc., incorporated by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1995, which was filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended.
5. 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 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
8
<PAGE>
EXHIBIT 4.1
Haven Bancorp, Inc. 1996 Stock Incentive Plan
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
______________________________
Adopted on February 29, 1996
Effective as of April 24, 1996
<PAGE>
TABLE OF CONTENTS
ARTICLE I
Purpose
Section 1.1 General Purpose of the Plan. 1
ARTICLE II
Definitions
Section 2.1 Administrator 1
Section 2.2 Annual Retainer 1
Section 2.3 Appreciation Right 1
Section 2.4 Award 1
Section 2.5 Award Agreement 1
Section 2.6 Award Recipient 1
Section 2.7 Bank 2
Section 2.8 Beneficiary 2
Section 2.9 Board 2
Section 2.10 Change in Control 2
Section 2.11 Code 3
Section 2.12 Committee 3
Section 2.13 Corporation 3
Section 2.14 Disinterested Board Member 3
Section 2.15 Dividend Equivalent Right 3
Section 2.16 Effective Date 3
Section 2.17 Eligible Director 3
Section 2.18 Eligible Individual 3
Section 2.19 Exercise Period 3
Section 2.20 Exercise Price 3
Section 2.21 Fair Market Value 3
Section 2.22 Haven 4
Section 2.23 Incentive Stock Option 4
Section 2.24 Non-Qualified Stock Option 4
Section 2.25 Option 4
Section 2.26 Option Holder 4
Section 2.27 Person 4
Section 2.28 Plan 4
Section 2.29 Qualified Domestic Relations Order 4
Section 2.30 Retirement 5
Section 2.31 Restricted Stock 5
Section 2.32 Share 5
Section 2.33 Vesting Date 5
<PAGE>
ARTICLE III
Administration
Section 3.1 Committee 5
Section 3.2 Committee Action 5
Section 3.3 Committee Responsibilities 6
Section 3.4 Indemnification 7
ARTICLE IV
Available Shares and Award Agreements
Section 4.1 Available Shares 7
Section 4.2 Option Agreements 8
ARTICLE V
Stock Options
Section 5.1 Options Granted to Eligible Individuals 9
Section 5.2 Options Granted to Eligible Directors 9
Section 5.3 Method of Exercise 11
Section 5.4 Limitations on Options 12
Section 5.5 Additional Limitations on Incentive Stock Options 12
ARTICLE VI
Appreciation Rights
Section 6.1 Appreciation Rights Granted to Eligible Individuals 13
Section 6.2 Appreciation Rights Granted to Eligible Directors 14
Section 6.3 Exercise of Appreciation Rights 14
Section 6.4 Effect of Exercise 15
ARTICLE VII
Restricted Stock
Section 7.1 Restricted Stock Granted to Eligible Individuals 15
Section 7.2 Restricted Stock Granted to Eligible Directors 15
Section 7.3 Stock Certificates 16
Section 7.4 Shareholder Rights 16
Section 7.5 Distribution of Shares 17
<PAGE>
ARTICLE VIII
Dividend Equivalent Rights
Section 8.1 In General 17
Section 8.2 Form of Dividend Equivalents 17
ARTICLE IX
Amendment and Termination
Section 9.1 Termination 18
Section 9.2 Amendment 18
Section 9.3 Adjustments for Business Reorganization, Stock
Split or Stock Dividend 18
ARTICLE X
Miscellaneous
Section 10.1 Status as an Employee Benefit Plan 19
Section 10.2 No Right to Continued Employment or Board
Membership 20
Section 10.3 Construction of Language 20
Section 10.4 Governing Law 20
Section 10.5 Headings 20
Section 10.6 Non-Alienation of Benefits 20
Section 10.7 Taxes 20
Section 10.8 Approval of Shareholders 21
Section 10.9 Notices 21
<PAGE>
HAVEN BANCORP, INC. 1996 STOCK INCENTIVE PLAN
ARTICLE I
Purpose
Section 1.1 General Purpose of the Plan.
The purpose of the Plan is to advance the interests of Haven
Bancorp, Inc. and its shareholders by providing current directors,
officers and employees of Haven and its affiliates with an
incentive to achieve corporate objectives, and attracting and
retaining directors, officers and employees of outstanding
competence, through the award of equity interests in Haven, and by
providing a means for the payment of compensation earned under the
Columbia Federal Savings Bank Executive Incentive Compensation Plan
in the form of stock options and awards.
ARTICLE II
Definitions
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the
context.
Section 2.1 Administrator means the person or persons designated
by the Committee pursuant to Section 3.3 to assist the Committee in
the administration of the Plan.
Section 2.2 Annual Retainer means the annual retainer, if any,
being paid to an Eligible Director for service on the Board and/or
the board of directors of the Bank.
Section 2.3 Appreciation Right means a right granted pursuant to
Article VI which shall entitle the holder thereof to receive in
accordance with the terms of such Appreciation Right an amount of
cash equal to the difference between the Fair Market Value of the
Shares subject to the Appreciation Right and the Exercise Price
applicable to such Appreciation Right. For purposes of this
Section 2.3, the Fair Market Value of a Share shall be determined
on the date the Appreciation Right is exercised.
Section 2.4 Award means the grant of an Option, Appreciation Right
or Restricted Stock made pursuant to the Plan.
Section 2.5 Award Agreement means the written agreement evidencing
the grant of an Option, an Appreciation Right or Restricted Stock
Award made pursuant to the Plan.
1
<PAGE>
Section 2.6 Award Recipient means an Eligible Individual or
Eligible Director who has been granted an Option, an Appreciation
Right or Restricted Stock pursuant to the Plan.
Section 2.7 Bank means Columbia Federal Savings Bank, a federally
chartered stock savings bank and any successor thereto.
Section 2.8 Beneficiary means the person or persons designated by
an Eligible Individual or Eligible Director in such form and manner
as may be required by the Committee or Administrator, to receive
his or her Award in the event all or any portion of such Award
remains unexercised or undistributed upon his or her death or, if
no such Beneficiary has been designated, the legal representative
of the Eligible Individual or Eligible Director.
Section 2.9 Board means the board of directors of Haven.
Section 2.10 Change in Control means an event of the nature that:
(a) would be required to be reported by Haven in response to Item
1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"); or (b) results in a Change in
Control of the Bank or Haven within the meaning of the Change in
Bank Control Act and the rules and regulations promulgated
thereunder by the appropriate federal banking agency, as in effect
on the date hereof; or (c) results in a transaction requiring prior
Federal Reserve Board ("FRB") approval under the Bank Holding
Company Act of 1956 and the regulations promulgated thereunder by
the FRB, as in effect on the date hereof; or (d) results in a
transaction requiring prior Office of Thrift Supervision ("OTS")
approval under the Home Owners' Loan Act and the regulations
promulgated thereunder by the OTS, as in effect on the date hereof.
Without limiting the foregoing, a Change in Control shall be deemed
to have occurred at such time as: (i) any "person" (as the term is
used in Section 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Bank or Haven
representing 20% or more of the Bank's or Haven's outstanding
securities, except for any securities of the Bank purchased by
Haven in connection with the conversion of the Bank to the stock
form and any securities purchased by employee benefit plans
maintained by the Bank or Haven, or such plans' related trusts;
(ii) individuals who constitute the Board of Directors of Haven or
the Board of Directors of the Bank on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any individual becoming a director
subsequent to the date hereof whose election was approved by a vote
of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by Haven's
stockholders was approved by the same Nominating Committee serving
2
<PAGE>
under an Incumbent Board, shall be, for purposes of this clause
(ii), considered as though he were a member of the Incumbent Board,
but only if such individual's election or nomination did not
resultfrom an actual or threatened election contest (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of
the Board of Haven; (iii) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Bank or Haven becomes effective or a similar transaction occurs in
which the Bank or Haven is not the resulting entity; (iv) a plan of
reorganization, merger, consolidation, sale of all or substantially
all of the assets of the Bank or Haven or a similar transaction,
which will result in the outstanding shares of the class of
securities then subject to such plan or transaction being exchanged
for or converted into cash or property or securities not issued by
the Bank or Haven, is approved by the stockholders of Haven in
response to a proxy statement that was distributed, soliciting
proxies from stockholders of Haven, by someone other than the
current management of Haven, or (v) 20% or more of the voting
securities of the Bank or Haven then outstanding are tendered and
accepted by an offeror as of the closing of a tender offer for such
securities.
Section 2.11 Code means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
Section 2.12 Committee means the Committee described in Section
3.1.
Section 2.13 Corporation means Haven, the Bank and any successor
or successors thereto, and subject to the approval of, and such
terms and conditions as may be imposed by, the Board, such other
savings bank, savings and loan association, bank, corporation,
financial institution or other business organization or institution
as may be or become an affiliate of Haven.
Section 2.14 Disinterested Board Member means a member of the
Board who is not currently an employee of the Company, is not a
former employee of the Company who receives compensation for prior
services and has not at any time previously been an officer of the
Company.
Section 2.15 Dividend Equivalent Right means a right described in
Article IX.
Section 2.16 Effective Date means the date on which the Plan is
approved by the holders of a majority of the Shares represented in
person or by proxy at a meeting duly called and held.
3
<PAGE>
Section 2.17 Eligible Director means a member of the Board or a
member of the board of directors of the Bank who is not an employee
or an officer of the Corporation.
Section 2.18 Eligible Individual means any employee of the
Corporation whom the Committee may select to receive an Award
pursuant to the Plan, provided, however, that no Eligible Director
shall be identified as an Eligible Individual.
Section 2.19 Exercise Period means the period during which an
Option or an Appreciation Right may be exercised.
Section 2.20 Exercise Price means the price per Share (a) at which
Shares subject to an Option may be purchased upon exercise of the
Option granted pursuant to Sections 5.1 or 5.2, or (b) used to
determine the payment to be made pursuant to the exercise of an
Appreciation Right granted pursuant to Sections 6.1 or 6.2.
Section 2.21 Fair Market Value means, when used in connection with
Shares on a certain date, the average of the reported bid and ask
price of the Shares as reported by the National Association of
Securities Dealers Automated Quotation System (as published by the
Wall Street Journal, if published) on such date or if the Shares
were not traded on such date, on the next preceding day on which
the Shares were traded thereon or the last previous date on which
a sale is reported.
Section 2.22 Haven means Haven Bancorp, Inc., a corporation
organized and existing under the laws of the State of Delaware, and
any successor thereto.
Section 2.23 Incentive Stock Option means a right to purchase
Shares that is granted pursuant to Section 5.1, that is designated
by the Committee to be an Incentive Stock Option and that satisfies
the requirements of Section 5.5 of the Plan and Section 422 of the
Code.
Section 2.24 Non-Qualified Stock Option means a right to purchase
Shares that is either (a) granted pursuant to Section 5.1,
designated by the Committee to be a Non-Qualified Stock Option and
is not intended to satisfy the requirements of Section 422 of the
Code, or (b) granted pursuant to Section 5.2.
Section 2.25 Option means either an Incentive Stock Option or a
Non-Qualified Stock Option granted under this Plan.
Section 2.26 Option Holder means an Eligible Individual or an
Eligible Director who has been granted an Option under the Plan, or
the Beneficiary of such an Eligible Individual or Eligible
Director.
4
<PAGE>
Section 2.27 Person means an individual, a corporation, a bank, a
savings bank, a savings and loan association, a financial
institution, a partnership, an association, a joint-stock company,
a trust, an estate, an unincorporated organization and any other
business organization or institution.
Section 2.28 Plan means the Haven Bancorp, Inc. 1996 Stock
Incentive Plan, as amended from time to time.
Section 2.29 Qualified Domestic Relations Order means a Domestic
Relations Order that: (a) clearly specifies (i) the name and last
known mailing address of the Option Holder and of each person given
rights under such Domestic Relations Order, (ii) the amount or
percentages of the Option Holder's benefits under this Plan to be
paid to each person covered by such Domestic Relations Order, (iii)
the number of payments or the period to which such Domestic
Relations Order applies, and (iv) the name of this Plan; and (b)
does not require the payment of a benefit in a form or amount that
is (i) not otherwise provided for under the Plan, or (ii)
inconsistent with a previous Qualified Domestic Relations Order.
For the purposes of this Plan, a "Domestic Relations Order"means a
judgment, decree or order (including the approval of a property
settlement) that is made pursuant to a state domestic relations or
community property law and relates to the provision of child
support, alimony payments, or marital property rights to a spouse,
child or other dependent of an Option Holder.
Section 2.30 Retirement means, in the case of an Eligible
Director, such Eligible Director's termination of service, other
than for cause, upon or after (a) completing at least 5 years of
service on the Board or the board of directors of the Bank, without
regard to any breaks in such service, and (b) attaining age 55.
Section 2.31 Restricted Stock means Shares that have been granted
to an Eligible Individual or Eligible Director pursuant to Article
VII, which Shares shall not be transferable by the Award Recipient
by means of sale, assignment, exchange, pledge or otherwise, until
the Vesting Date or Vesting Dates applicable to such Shares.
Section 2.32 Share means a share of common stock of Haven.
Section 2.33 Vesting Date means the date established by the
Committee or prescribed in Sections 5.2, 6.2 or 7.2, as of which
(a) an Option or Appreciation Right may first be exercised, or (b)
the restrictions relating to Restricted Stock will lapse. By way
of example and not by way of limitation, a Vesting Date established
by the Committee with respect to an Award made to an Eligible
Individual may be a fixed calendar date, the date on which
individual, group, departmental, divisional or corporate
performance criteria established by the Committee are achieved
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and/or the date of an Award Recipient's termination of employment
due to death, disability or retirement, or following a Change in
Control.
ARTICLE III
Administration
Section 3.1 Committee
The Plan shall be administered by the Compensation Committee
of the Board (or any successor committee), or such other committee
as shall be designated by or on behalf of the Board to perform the
duties set forth in this Article III; provided, however, that all
members of such Committee must be Disinterested Board Members. If
fewer than 2 members of the Compensation Committee of the Board are
Disinterested Board Members, then the Board shall appoint to the
Committee such additional Disinterested Board Members as shall be
necessary to provide for a Committee consisting of at least 2
Disinterested Board Members.
Section 3.2 Committee Action
The Committee shall hold meetings, at least annually, and may
make such administrative rules and regulations as it may deem
proper. A majority of the members of the Committee shall
constitute a quorum, and the action of a majority of the members of
the Committee present at a meeting at which a quorum is present, as
well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting,
shall be deemed to be actions of the Committee. All actions of the
Committee shall be final and conclusive and shall be binding upon
the Corporation and all other interested parties.
Section 3.3 Committee Responsibilities
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the
Committee shall be responsible for the overall management and
administration of the Plan and shall have such authority as shall
be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret, construe and implement the Plan, and to
determine and resolve any and all questions that may arise under
the Plan, Awards granted pursuant to the Plan and the terms and
conditions thereof, and any such determinations, interpretations
and other decisions made by the Committee under or with respect to
the Plan or any Award thereunder, shall be final, conclusive and
binding upon the Corporation, any Award Recipient or Beneficiary
and any other Person having an interest in the Plan;
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(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan;
(c) to appoint an officer, or officers, of Haven or the Bank,
who need not be a member of the Committee, and who shall, subject
to the responsibilities of the Committee and the Board, serve as
the Administrator for the Plan and shall have the responsibility
for the day-to-day control, management, operation and
administration of the Plan, including, subject to the Committee's
discretion, the following:
(i) maintaining records necessary or appropriate for
the administration of the Plan;
(ii) giving and receiving such instructions, notices
and information as may be necessary or appropriate in the
administration of the Plan;
(iii) prescribing forms consistent with the terms of the
Plan and with the interpretations and other actions of the
Committee;
(iv) determining and resolving any question arising in
connection with the Plan or an Award made thereunder, and such
Administrator's decision or action in respect thereof shall be
final and conclusive and binding upon the Corporation, the Award
Recipients, Beneficiaries and any other Person having an interest
under the Plan; provided, however, that any question relating to
inconsistency or omission in the Plan, or interpretation of the
provisions of the Plan, shall be referred to the Committee by the
Administrator, and the decision of the Committee in respect thereof
shall be final;
(v) discharging such other responsibilities or follow
such directions as may be assigned or given by the Committee or the
Board; and
any Person dealing with the Administrator shall be fully protected
in relying upon any written notice, instruction, direction or other
communication signed by the Administrator; and
(d) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
Section 3.4 Indemnification
No member of the Committee or an Administrator shall be liable
for any action, omission, or determination relating to the Plan,
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and the Corporation shall indemnify and hold harmless each member
of the Committee, the Administrator and each other director or
employee of the Corporation to whom any duty or power relating to
the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval
of the Committee) arising out of any action , omission or
determination relating to the Plan, unless, in either case, such
action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief
that it was in the best interests of the Corporation.
ARTICLE IV
Available Shares and Award Agreements
Section 4.1 Available Shares
Subject to Section 9.3, the maximum aggregate number of Shares
with respect to which Options, Restricted Stock and Dividend
Equivalent Rights may be granted at any time pursuant to this Plan
shall be equal to the excess of:
(a) 210,000 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which Options
previously granted under this Plan may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which Options
previously granted under this Plan have been exercised; plus
(iii) the number of Shares that have been granted as
Restricted Stock under this Plan which have become or may in the
future become vested.
The Shares available pursuant to this Section 4.1 may be either
authorized but unissued Shares, or Shares previously issued and
reacquired by Haven to be held as issued but not outstanding
Shares. Solely for purposes of this Section 4.1: (A) an Option
shall not be considered as having been exercised or remaining
exercisable to the extent that such Option terminates by reason
other than the purchase the related Shares, (B) the exercise of an
Appreciation Right related to an Option shall be treated as a
termination, but not an exercise, of the related Option and (C)
Shares of Restricted Stock that are forfeited prior to vesting
shall be added to the number of Shares available under the Plan.
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Section 4.2 Option Agreements
Any Award granted pursuant to the Plan shall be evidenced by
a written agreement which shall:
(a) specify the number of Shares covered by or relating to
the Award;
(b) in the case of an Option, designate the Option as either
an Incentive Stock Option or a Non-Qualified Stock Option;
(c) in the case of an Option or Appreciation Right:
(i) specify the Exercise Price for the Shares subject
to the Option or Appreciation Right; and
(ii) specify the Exercise Period for the Option or
Appreciation Right;
(iii) specify any Dividend Equivalent Rights relating to
the Option or Appreciation Right;
(d) specify the Vesting Date or Vesting Dates applicable to
such Award;
(e) set forth specifically, or incorporate by reference,the
applicable provisions of the Plan; and
(f) contain such other terms and conditions not inconsistent
with the Plan as the Committee may, in its discretion, prescribe
with respect to an Award granted to an Eligible Individual.
ARTICLE V
Stock Options
Section 5.1 Options Granted to Eligible Individuals
(a) Subject to the limitations of the Plan, the Committee
may, in its discretion, grant to an Eligible Individual an Option
to purchase Shares.
(b) Subject to Section 4.1 and such limitations as the Board
may from time to time impose, the number of Shares subject to an
Option granted to an Eligible Employee shall be determined by the
Committee, in its discretion; provided, however, that the maximum
number of Shares that may be subject to an Option granted to any
Eligible Individual during the period the Plan is in effect shall
be 112,000.
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(c) The Exercise Price of an Option granted to an Eligible
Individual shall be determined by the Committee, in its discretion;
provided, however, that the Exercise Price established for any
Incentive Stock Option shall be determined in accordance with
Section 5.5; and further provided, that the Exercise Price
established for any Option shall not be less than the par value of
a Share on the date on which the Option is granted.
(d) The Exercise Period during which an Option granted to an
Eligible Individual may be exercised, and the Vesting Date or
Vesting Dates on and after which all or a specified portion of the
Shares subject to the Option may be purchased, shall be determined
by the Committee, in its discretion.
(e) The Committee may, in its discretion, establish such
other terms and conditions with respect to an Option granted to an
Eligible Employee as it may deem necessary or appropriate,
including, without limitation, the grant of related Dividend
Equivalent Rights, which terms and conditions shall be specified in
the Award Agreement evidencing such Option.
Section 5.2 Options Granted to Eligible Directors
(a) Subject to Section 4.1, effective as of the Effective
Date, each Eligible Director who is an Eligible Director on such
date shall be granted a Non-Qualified Stock Option to purchase
6,000 Shares. An individual who first becomes an Eligible Director
subsequent to the Effective Date shall be granted, effective on the
date he or she becomes an Eligible Director, a Non-Qualified Stock
Option to purchase 6,000 Shares.
(b) The Exercise Price of an Option granted to an Eligible
Director shall be the Fair Market Value of a Share on the date on
which the Option is granted.
(c) The Exercise Period during which an Option granted to an
Eligible Director may be exercised shall commence on the first
anniversary of the date the Option was granted and shall expire on
the earliest of:
(i) the last day of the one-year period commencing on
the date the Eligible Director ceases to be an Eligible Director,
other than due to a termination for cause;
(ii) the date the Eligible Director ceases to be an
Eligible Director due to a termination for cause; and
(iii) the last day of the ten-year period commencing on
the date on which the Option was granted;
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provided, however, that in the event of an Eligible Director's
termination of service due to Retirement while there is outstanding
any Option granted to such Eligible Director for which the Exercise
Period has not commenced, the Exercise Period applicable to such
Option shall automatically commence as of the effective date of
such Eligible Director's Retirement; and further provided, that in
the event of a Change in Control while there is outstanding any
Option granted to an Eligible Director for which the Exercise
Period has not commenced, the Exercise Period applicable to such
Option shall automatically commence on the earliest date on which
the Change in Control is deemed to have occurred.
(d) The Vesting Dates applicable to an Option granted to an
Eligible Director pursuant to this Section 5.2 shall be:
(i) the first anniversary of the date the Option was
granted with respect to 2,000 of the unvested Shares subject to the
Option;
(ii) the second anniversary of the date the Option was
granted with respect to an additional 2,000 of the unvested Shares
subject to the Option; and
(iii) the third anniversary of the date the Option was
granted with respect to the remaining 2,000 unvested Shares subject
to the Option;
provided, however, that in the event of an Eligible Director's
termination of service due to Retirement while there is outstanding
any Option granted to such Eligible Director for which the
applicable Vesting Date or Vesting Dates specified in this Section
5.2(d) has not occurred, such Option shall become fully vested as
of the effective date of such Eligible Director's Retirement; and
further provided, that in the event of a Change in Control while
there is outstanding any Option granted to an Eligible Director for
which the applicable Vesting Date or Vesting Dates specified in
this Section 5.2(d) has not occurred, such Option shall become
fully vested as of earliest date on which the Change in Control is
deemed to have occurred.
(e) If an Eligible Director granted an Option pursuant to
this Section 5.2 ceases to be an Eligible Director prior to a
Vesting Date specified in Section 5.2(d) for any reason other than
Retirement or a termination of service following a Change in
Control, any Option granted to such Eligible Director that has not
previously become vested shall be forfeited.
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Section 5.3 Method of Exercise
(a) Subject to the limitations of the Plan and the Award
Agreement evidencing an Option, the Option Holder may, at any time
during the Exercise Period, 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 shall be 100, or, if less, the total number of Shares
relating to the Option which remain unpurchased. An Option Holder
shall exercise an Option to purchase Shares by:
(i) giving written notice to the Committee or
Administrator in such form and manner as the Committee may
prescribe, of his or her intent to exercise the Option;
(ii) delivering to the Committee or Administrator full
payment for the Shares as to which the Option is to be exercised;
and
(iii) satisfying such other conditions as may be
prescribed in the Award Agreement.
Payment for Shares to be purchased upon exercise of an Option shall
be made (A) in United States dollars (by certified or bank check or
such other instrument as the Company may accept); (B) if and to the
extent permitted by the Committee, in the form of Shares already
owned beneficially by the Option Holder for a period of more than
six months and having an aggregate Fair Market Value on the date
the Option is exercised equal to the aggregate Exercise Price to be
paid; or (C) by a combination of (A) and (B). Payment for any
Shares to be purchased upon exercise of an Option may also be made
by delivering a properly executed exercise notice to the Committee
or Administrator, together with a copy of irrevocable instructions
to a broker to deliver promptly to Haven the amount of sale or loan
proceeds to pay the Exercise Price. To facilitate the foregoing,
Haven may enter into agreements for coordinated procedures with one
or more brokerage firms. Notwithstanding the provisions of Section
10.9, the date of exercise shall be the earliest date practicable
following the date on which the notice referred to in this Section
5.3(a) is received by the Committee or Administrator, but in no
event more than three days after such notice is received.
(b) When the requirements of Section 5.3(a) have been
satisfied, the Committee or Administrator shall take such action as
is necessary to cause the issuance, in the name of the Option
Holder or such individual as the Option Holder may designate, of a
stock certificate evidencing the ownership of such Shares. Except
as may be provided under Article VIII with respect to Dividend
Equivalent Rights, an Option Holder shall have no right to vote or
to receive dividends, nor have any other rights with respect to the
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Shares, prior to the date as of which such Shares are transferred
to the Option Holder on the stock transfer records of Haven, and no
adjustments shall be made for any dividends or other rights for
which the record date is prior to the date as of which such
transfer is effected, except as may be required under Section 9.3.
Section 5.4 Limitations on Options
(a) No Eligible Individual shall be granted an Option unless
at the time the Option is granted, each member of the Committee is
a Disinterested Board Member.
(b) An Option by its terms shall not be transferable by the
Option Holder other than by will or by the laws of descent and
distribution, or pursuant to the terms of a Qualified Domestic
Relations Order, and shall be exercisable, during the lifetime of
an Option Holder only by such Option Holder or an alternate payee
designated pursuant to a Qualified Domestic Relations Order.
(c) The obligation of Haven to deliver Shares with respect to
an Option shall, if the Committee or Administrator so requests, be
conditioned upon the receipt of a representation as to the
investment intention of the Option Holder to whom such Shares are
to be delivered, in such form as the Committee or Administrator
shall determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon
a registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, or (ii) the completion of such
registration or other qualification under any state or federal law,
rule or regulation as the Committee or Administrator shall
determine to be necessary or advisable.
Section 5.5 Additional Limitations on Incentive Stock Options
In addition to the limitations of Section 5.4, an Option
designated by the Committee to be an Incentive Stock Option shall
be subject to the following limitations:
(a) if, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value
(determined as of the date of the grant) of Shares subject to an
Option intended to be an Incentive Stock Option which first become
available for purchase during such calendar year, and (ii) equals
the Fair Market Value (determined as of the date of grant) of
Shares subject to any other Options intended to be Incentive Stock
Options and previously granted to the same Eligible Individual
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which first become exercisable in such calendar year, then that
portion of the Shares granted pursuant to such Options which cause
the sum of (i) and (ii) to exceed $100,000 shall be deemed to be
Shares granted pursuant to a Non-Qualified Stock Option or Non-
Qualified Stock Options, with the same terms as the Option or
Options intended to be an Incentive Stock Option;
(b) the Exercise Price established for an Option intended to
be an Incentive Stock Option shall not be less than the reported
closing price of a Share as reported by the National Association of
Securities Dealers Automated Quotation System for the date the
Option is granted; and
(c) the Exercise Price established for an Option intended to
be an Incentive Stock Option that is granted to an Eligible
Individual who, at the time the Option is granted, owns Shares
comprising more than 10% of the total combined voting power of all
classes of stock of Haven, shall not be less than 110% of the
amount determined under Section 5.5(b) without regard to this
Section 5.5(c).
ARTICLE VI
Appreciation Rights
Section 6.1 Appreciation Rights Granted to Eligible Individuals
(a) Subject to the limitations of the Plan, the Committee
may, in its discretion, grant an Appreciation Right to an Eligible
Individual. Such Appreciation Right may, but shall not be required
to, be related to all or a portion of the Shares subject to an
Option that is granted to such Eligible Individual simultaneously
with the Appreciation Right.
(b) Subject to Section 4.1 and such limitations as the Board
may from time to time impose, the number of Shares subject to an
Appreciation Right granted to an Eligible Employee shall be
determined by the Committee, in its discretion; provided, however,
that the number of Shares subject to an Appreciation Right that
relates to an Option shall not exceed the number of Shares subject
to such Option.
(c) The Exercise Price of an Appreciation Right granted to an
Eligible Individual shall be determined by the Committee, in its
discretion; provided, however, that the Exercise Price established
for an Appreciation Right that relates to all or any portion of an
Option shall be the Exercise Price established for such Option.
(d) The Exercise Period during which an Appreciation Right
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granted to an Eligible Individual may be exercised and the Vesting
Date or Vesting Dates, if any, on and after which all or a
specified portion of the Appreciation Right may be exercised, shall
be determined by the Committee, in its discretion; provided,
however, that the Exercise Period established for an Appreciation
Right shall not commence prior to a Change in Control.
(e) The Committee may, in its discretion, establish such
other terms and conditions with respect to an Appreciation Right
granted to an Eligible Employee as it may deem necessary or
appropriate, including, but not limited to, the grant of related
Dividend Equivalent Rights, which terms and conditions shall be
specified in the Award Agreement evidencing such Appreciation
Right.
Section 6.2 Appreciation Rights Granted to Eligible Directors
Each Eligible Director who has been granted an Option pursuant
to Section 5.2 of the Plan shall, at the time the Option is
granted, also be granted an Appreciation Right relating to all of
the Shares subject to such Option, with an Exercise Price equal to
the Exercise Price of the related Option. The Exercise Period
applicable to such Appreciation Right shall be the same as for the
related Option; provided, however, that such Exercise Period shall
not commence prior to the earliest date on which a Change in
Control is deemed to have occurred.
Section 6.3 Exercise of Appreciation Rights
(a) An Award Recipient in possession of an Appreciation Right
who desires to exercise such Appreciation Right shall do so by
delivering to the Committee or Administrator advance written
notice, in the form and manner prescribed by the Committee or
Administrator, of his or her intent to exercise the Appreciation
Right and the number of Shares with respect to which the
Appreciation Right is to be exercised. Except as provided in
section 6.3(c), within ten (10) days after the giving of such a
notice, the Committee shall cause Haven to deliver to the Award
Recipient a monetary payment in an amount per Share equal to the
amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised.
(b) For purposes of section 6.3(a), the term Change in
Control Consideration shall mean the greater of (i) the highest
price per Share paid by any Person who initiated or sought to
effect the Change in Control for a Share during the period of one
(1) year ending on the date of the relevant Change in Control; and
(ii) the average Fair Market Value of a Share over the last ten
(10) trading days preceding the date of exercise of the
Appreciation Right.
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(c) Notwithstanding anything herein contained to the
contrary, the Appreciation Rights granted hereunder shall be
cancelled immediately prior to the effective time of a Change in
Control resulting from a transaction between the Corporation and
another party pursuant to a written agreement whereby the
consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Appreciation Rights shall be
subject to the following conditions:
(i) the existence of the Appreciation Rights would (in
the opinion of the firm of independent certified public accountants
regularly engaged to audit the Corporation's financial statements)
render the transaction ineligible for pooling of interests
accounting treatment;
(ii) the cancellation of the Appreciation Rights would
(in the opinion of the firm of independent certified public
accountants regularly engaged to audit the Corporation's financial
statements) render the transaction eligible for pooling of
interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 6.4 Effect of Exercise
The exercise of an Appreciation Right which relates to all or
a portion of an Option shall, for all purposes of the Plan other
than determining the amount of Shares available pursuant to Section
4.1, be treated as an exercise of the related Option and a
subsequent resale of the Shares acquired thereby.
ARTICLE VII
Restricted Stock
Section 7.1 Restricted Stock Granted to Eligible Individuals
(a) Subject to the limitations of the Plan, the Committee
may, in its discretion, grant Restricted Stock to an Eligible
Individual.
(b) Subject to Section 4.1 and such limitations as the Board
may from time to time impose, the number of Shares of Restricted
Stock granted to an Eligible Employee shall be determined by the
Committee, in its discretion; provided, however, that the maximum
number of Shares that may be granted to any Eligible Individual as
Restricted Stock during the period the Plan is in effect shall be
28,000.
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(c) The Vesting Date or Vesting Dates on which all or a
specified portion of the Restricted Stock granted to an Award
Recipient shall become transferable shall be determined by the
Committee, in its discretion; provided, however, that the Vesting
Date or Vesting Dates shall be at least six months after the date
of the grant of the Restricted Stock.
(d) The Committee may, in its discretion, establish such
other terms and conditions with respect to Restricted Stock granted
to an Eligible Employee as it may deem necessary or appropriate,
which terms and conditions shall be specified in the Award
Agreement evidencing such Restricted Stock Award.
Section 7.2 Restricted Stock Granted to Eligible Directors
(a) Subject to Section 4.1, effective as of the Effective
Date and as of the first business day of each of the first four
calendar years beginning after the Effective Date ("Grant Date"),
each Eligible Director who is an Eligible Director on such date
shall be granted a number of Shares of Restricted Stock in lieu of
receiving one-third of the Annual Retainer that would otherwise be
paid in cash to such Eligible Director for the calendar year in
which the Grant Date occurs. The number of Shares of Restricted
Stock to be granted to an Eligible Director on each Grant Date
pursuant this Section 7.2(a) shall be equal to the dollar value of
one-third of the Eligible Director's Annual Retainer for the
calendar year in which the Grant Date occurs, divided by the Fair
Market Value of a Share on the effective date of the grant, and any
fractional Shares resulting from such calculation shall be
disregarded.
(b) The Vesting Date for Restricted Stock awarded to an
Eligible Director pursuant to this Section 7.2 shall be the date
that is six months after the date the Restricted Stock is granted.
(c) If an Award Recipient granted Restricted Stock pursuant
to this Section 7.2 ceases to be an Eligible Director prior to a
Vesting Date specified in Section 7.2(b) for any reason other than
a termination of service following a Change in Control or
Retirement, any Restricted Stock granted to such Award Recipient
that has not previously become vested shall be forfeited.
(d) If an Award Recipient granted Restricted Stock pursuant
to this Section 7.2 ceases to be an Eligible Director due to
Retirement prior to a Vesting Date specified in Section 7.2(b), any
Restricted Stock granted to such Award Recipient that has not
previously become vested shall be deemed vested as of the date of
such Award Recipient's Retirement.
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(e) If, following a Change in Control, an Award Recipient
granted Restricted Stock pursuant to this Section 7.2 ceases to be
an Eligible Director prior to a Vesting Date specified in Section
7.2(b) for any reason, other than for cause, any Restricted Stock
granted to such Award Recipient that has not previously become
vested shall be deemed vested as of the date such Award Recipient
ceases to be an Eligible Director.
Section 7.3 Stock Certificates
A stock certificate or stock certificates evidencing the
Shares of Restricted Stock granted pursuant to this Article VII
shall be registered on Haven's books in the name of the Award
Recipient as of the date the Restricted Stock is granted and shall
bear a legend restricting the transferability of such certificate
or certificates and referring to the terms, conditions and other
restrictions, including forfeiture, applicable to such Shares.
Physical possession or custody of such certificates shall be
retained by Haven until such time as such Shares become vested.
Section 7.4 Shareholder Rights
Subsequent to the date Shares of Restricted Stock have been
granted and prior to the date such Shares have become vested and
are distributed, the Award Recipient shall be entitled to vote the
Shares and receive cash dividends declared and paid with respect to
such Shares. Any stock dividends declared and paid with respect to
such Shares shall be evidenced by a stock certificate or
certificates registered in the name of the Award Recipient,
retained in the possession or custody of Haven, and made subject to
the same restrictions, terms and conditions as the Shares to which
they pertain. Such stock dividends shall become vested and be
distributed at the same time as the Shares to which they pertain.
Section 7.5 Distribution of Shares
As soon as practicable following the Vesting Date of Shares of
Restricted Stock granted pursuant to this Article VII, Haven shall
issue the Award Recipient a stock certificate evidencing his
ownership of the Shares granted as Restricted Stock and any
additional Shares attributable to stock dividends paid on such
Restricted Stock prior to vesting.
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ARTICLE VIII
Dividend Equivalent Rights
Section 8.1 In General
The Committee may provide that each Eligible Individual who
has been granted an Option or Appreciation Right shall, at the time
such Award is granted, also be granted a Dividend Equivalent Right
relating to all or a portion of the Shares subject to such Option
or the Shares with respect to which the Appreciation Right relates.
Section 8.2 Form of Dividend Equivalents
Dividend Equivalent Rights granted under this Article VIII may
take the form of cash payments made currently or credited to a
memorandum account established for the Award Recipient to be
distributed, with earnings, at a later date, adjustments to the
Exercise Price applicable, or the number of Shares subject, to an
Award, or the distribution or crediting of Shares or Share
equivalents, subject to the limitations of Section 4.1. Any
Dividend Equivalent Rights granted pursuant to this Article VIII
shall be subject to such restrictions, terms and conditions as the
Committee may establish.
ARTICLE IX
Amendment and Termination
Section 9.1 Termination
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective
Date by giving written notice of such suspension or termination to
the Committee. Unless sooner terminated, the Plan shall terminate
automatically on the day preceding the tenth anniversary of the
Effective Date. In the event of any suspension or termination of
the Plan, all Awards theretofore granted under the Plan that are
effective on the date of such suspension or termination of the Plan
shall remain effective under the terms of the applicable Award
Agreements.
Section 9.2 Amendment
The Board may amend or revise the Plan in whole or in part at
any time; provided, however, that if the amendment or revision:
(a) materially increases the benefits accruing under the
Plan;
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<PAGE>
(b) materially increases the number of Shares which may be
issued under the Plan; or
(c) materially modifies the requirements as to eligibility
for Options, Appreciation Rights or Dividend Equivalent Rights
under the Plan;
such amendment or revision shall be subject to approval by the
shareholders of Haven; and further provided, that sections 5.2, 6.2
and 7.2 shall not be amended more than once every six months other
than to comply with the Code or the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder.
Section 9.3 Adjustments for Business Reorganization, Stock Split
or Stock Dividend
(a) Subject to Section 6.3(c), in the event of any merger,
consolidation, or other business reorganization in which Haven is
the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of Shares
held by each Person who is then a holder of Shares on the record
date for such event, the number of Shares covered by each
outstanding Award and the number of Shares available under Section
4.1 shall be adjusted to account for such event. The adjustment to
be made pursuant to this Section 9.3 for outstanding Options and
Appreciation Rights shall be effected by multiplying the number of
Shares then covered by each such outstanding Option or Appreciation
Right by an amount ("Adjustment Amount") equal to the number of
Shares that would be owned after such event by a Person who,
immediately prior to such event, was the holder of record of one
Share, and the Exercise Price for such outstanding Option or
Appreciation Right shall be adjusted by dividing the Exercise Price
by the Adjustment Amount; provided, however, that the Committee
may, in its discretion, establish another appropriate method of
adjusting outstanding Options and Appreciation Rights. The
adjustment to be made to the number of Shares relating to other
types of Awards and the number of Shares available under Section
4.1 shall be effected by multiplying the number of such Shares by
the Adjustment Amount.
(b) Subject to Section 6.3(c), in the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity:
(i) any Awards granted under the Plan which remain
outstanding may be cancelled by the Committee as of the effective
date of such merger, consolidation, business reorganization,
liquidation or sale by the Board upon 30 days' written notice to
each Award Recipient in advance of the effective date of such event
and the Award Recipient shall receive in consideration of such
20
<PAGE>
cancellation an amount in cash equal to the excess of (A) the
value, as determined by the Committee in its absolute discretion,
of the property (including cash) received by the holder of a Share
as a result of such event over (B) the Exercise Price of such
Award, if any; and
(ii) any Award which is not cancelled pursuant to
Section 9.3(b)(i) shall be exchanged or adjusted in such manner as
the Committee shall deem appropriate, in its absolute discretion,
to account for such merger, consolidation or other business
reorganization and, if appropriate, the Committee may provide, in
its absolute discretion, that a cash payment will be made to the
Award Recipient in connection with such exchange or adjustment of
the Award.
ARTICLE X
Miscellaneous
Section 10.1 Status as an Employee Benefit Plan
This Plan is not intended to satisfy the requirements for
qualification under Section 401(a) of the Code or to satisfy the
definitional requirements for an "employee benefit plan" under
Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended. It is intended to be a non-qualified incentive
compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of
1974, as amended. The Plan shall be construed and administered so
as to effectuate this intent.
Section 10.2 No Right to Continued Employment or Board Membership
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect
to the Plan shall be held or construed to confer upon any Eligible
Individual or Eligible Director any right to a continuation of
employment by the Corporation or continuation of membership on the
Board or board of directors of the Bank. The Corporation reserves
the right to dismiss any Eligible Individual or otherwise deal with
any Eligible Individual to the same extent as though the Plan had
not been adopted.
Section 10.3 Construction of Language
Whenever appropriate in the Plan, 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 an Article or Section number shall refer to an Article or
Section of this Plan unless otherwise indicated.
21
<PAGE>
Section 10.4 Governing Law
The Plan shall be construed, administered and enforced
according to the laws of the State of Delaware without giving
effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by federal law.
Section 10.5 Headings
The headings of Articles and Sections are included solely for
convenience of reference. If there is any conflict between such
headings and the text of the Plan, the text shall control.
Section 10.6 Non-Alienation of Benefits
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment,
nor shall such right be liable for or subject to debts, contracts,
liabilities, engagements or torts.
Section 10.7 Taxes
The Corporation shall have the right to deduct from all
amounts paid by the Corporation in cash with respect to an Award,
any taxes required by law to be withheld with respect to such
Award. Where any Person is entitled to receive Shares pursuant to
an Award, the Corporation shall have the right to require such
Person to pay the Corporation the amount of any tax which the
Corporation 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. The Corporation may consider, but is not required to
grant, a request by the Person entitled to receive Shares subject
to withholding as to the manner in which such withholding shall be
made.
Section 10.8 Approval of Shareholders
All Awards granted under this Plan shall be conditioned on the
approval of the Plan by the shareholders of Haven on or prior to
the date of the first annual meeting of such shareholders
immediately following the adoption of the Plan by Haven. No Award
granted under the Plan shall be effective, nor shall any Option or
Appreciation Right be exercised or any Shares issued or purchased
pursuant to the Plan, prior to such approval.
Section 10.9 Notices
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment,
22
<PAGE>
instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered
personally or five (5) days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested,
addressed to such party at the address listed below, or at such
other address as one such party may by written notice specify to
the other party:
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to an Award Recipient, to the address as shown in the
Corporation's personnel records.
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EXHIBIT 4.2
Forms of Option and Restricted Stock Agreements
for Employees and Directors under the Plan
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Director)
____________________________________ _____-____-_____
Name of Award Recipient Social Security Number
_______________________________________________________________
Street Address
_______________________________ _________________ _________
City State ZIP Code
This Restricted Stock Agreement is intended to set forth the terms
and conditions on which an Award of Restricted Stock has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Restricted Stock Award. Attached as Appendix A are the
general terms and conditions of this Restricted Stock Award.
Restricted Stock Terms
Grant Date 4/24/96
Class of Shares Awarded* Common
Number of Shares Awarded* 247
Vesting Date* 10/24/96
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Restricted
Stock Award upon the terms and conditions specified in this
Restricted Stock Agreement, and the Award Recipient acknowledges
receipt of this Restricted Stock Agreement, including Appendix A,
and agrees to observe and be bound by the terms and conditions set
forth herein.
HAVEN BANCORP, INC. AWARD RECIPIENT
By ____________________________ _________________________
Name: Date:
Title:
_________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. A Restricted Stock Award consists of
a number of Shares of Restricted Stock with uniform terms and
conditions. Where Awards are granted on the same date with varying
terms and conditions (for example, varying vesting dates), the
Awards should be recorded as a series of grants each with its own
uniform terms and conditions.
<PAGE>
APPENDIX A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Director)
General Terms and Conditions
Section 1. Ownership of Shares. A stock certificate or stock
certificates evidencing the Shares of Restricted Stock granted
hereunder shall be registered on Haven's books in the name of the
Award Recipient as of the Award Date and shall bear a legend
restricting the transferability of such certificate or certificates
and referring to the terms, conditions and other restrictions,
including forfeiture, applicable to such Restricted Stock.
Physical possession or custody of such certificates shall be
retained by Haven until such time as such Restricted Stock becomes
vested, at which time such Restricted Stock will be distributed to
the Award Recipient.
Section 2. Vesting. The Shares of Restricted Stock shall become
vested and available for distribution to the Award Recipient as of
the specified Vesting Date; provided, however, that in the event
that an Award Recipient granted Restricted Stock hereunder ceases
to be an Eligible Individual due to Retirement prior to a Vesting
Date, any Restricted Stock granted to such Award Recipient that has
not previously become vested shall be deemed vested as of the date
of such Award Recipient's Retirement; and further provided, that
if, following a Change in Control, an Award Recipient granted
Restricted Stock hereunder ceases to be an Eligible Individual
prior to a Vesting Date for any reason, other than for cause, any
Restricted Stock granted to such Award Recipient that has not
previously become vested shall be deemed vested as of the date such
Award Recipient ceases to be an Eligible Director.
Section 3. Forfeitures. In the event that an Award Recipient
ceases to be an Eligible Individual prior to a Vesting Date for any
reason other than a termination of service following a Change in
Control or Retirement, any Restricted Stock granted to such Award
Recipient that has not previously become vested shall be forfeited.
Following such a forfeiture, the Award Recipient will have no
rights whatsoever with respect to the Restricted Stock forfeited.
Section 4. Dividends. Any cash dividends declared and paid with
respect to Restricted Stock granted hereunder that has not been
forfeited, regardless of whether such Restricted Stock is vested
pursuant to section 2 of this Agreement, shall be immediately paid
to the Award Recipient. Any stock dividends declared and paid with
respect to Restricted Stock not forfeited, regardless of whether
such Restricted Stock is vested pursuant to section 2 of this
Agreement, shall be allocated to the Award Recipient and such stock
dividends shall be subject to such restrictions and shall become
<PAGE>
vested under the same terms and conditions as the Shares of
Restricted Stock to which they pertain.
Section 5. Voting Rights. The Award Recipient shall have the
exclusive right to direct the manner in which all voting rights
appurtenant to Restricted Stock not forfeited will be exercised
while such Restricted Stock is not yet vested. Such a direction
shall be given by completing and filing a written direction, in the
form and manner prescribed by the Committee or Administrator, with
such person as the Committee or Administrator shall designate, at
least 10 days prior to the date of the meeting of holders of Shares
at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable
following the date any Shares of Restricted Stock granted hereunder
become vested pursuant to section 2 of this Agreement, Haven will
issue to the Award Recipient, or his or her Beneficiary entitled to
such Restricted Stock, a stock certificate evidencing ownership of
the Shares. Any additional Shares attributable to stock dividends
paid with respect to the Restricted Stock then being distributed
pursuant to this section 6 shall also be distributed and shall be
evidenced by such stock certificate.
Section 7. Registration of Shares. Haven's obligation to deliver
Shares pursuant to this Agreement shall, if the Committee or
Administrator so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Award
Recipient or his or her Beneficiary to whom such Shares are to be
delivered, in such form as the Committee or Administrator shall
determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon
a registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law,
rule or regulation as the Committee or Administrator shall
determine to be necessary or advisable.
Section 8. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee or
Administrator with respect to this Agreement, shall be held or
construed to confer upon the Award Recipient any right to a
continuation of employment by the Corporation. The Award Recipient
may be dismissed or otherwise dealt with as though this Agreement
had not been entered into.
2
<PAGE>
Section 9. Notices. Any communication required or permitted to
be given under the Plan, including any notice, direction,
designation, comment, instruction, objection or waiver, shall be in
writing and shall be deemed to have been given at such time as it
is personally delivered or five (5) days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or
at such other address as one such party may by written notice
specify to the other:
(a) If to the Committee or Administrator:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Award Recipient, to his or her address as shown
in the Corporation's personnel records.
Section 10. No Assignment. Prior to vesting, the Restricted Stock
granted hereunder shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such Restricted
Stock be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Award
Recipient other than by will or by the laws of descent and
distribution. During the Award Recipient's lifetime, the
Restricted Stock shall be distributable only to the Award
Recipient. This section 10 shall not prohibit the Option Holder
from designating, in the form attached hereto as Appendix B, a
beneficiary or beneficiaries to receive his Restricted Stock in the
event of his death prior to vesting and distribution.
Section 11. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Award
Recipient and their respective heirs, successors and assigns.
Section 12. Construction of Language. Whenever appropriate in
this Agreement, words used in the singular may be read in the
plural, words used in the plural may be read in the singular, and
words importing the masculine gender may be read as referring
equally to the feminine or the neuter. Any reference to a section
shall be a reference to a section of this Agreement, unless the
context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to
them under the Plan.
3
<PAGE>
Section 13. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal
laws of the United States of America.
Section 14. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement
between the Award Recipient and Haven.
Section 15. Plan Provisions Control. This Agreement, and the
rights and obligations created hereunder, shall be subject to all
of the terms and conditions of the Plan. In the event of any
conflict between the provisions of the Plan and the provisions of
this Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control. By signing this Agreement, the
Award Recipient acknowledges receipt of a copy of the Plan.
Section 16. Legal Matters. The Award made to the Award Recipient
is a form of contingent compensation that involves publicly traded
securities. As such, there are certain federal, state and local
tax and securities laws that may apply. In particular, the Award
Recipient may be liable for the payment of federal, state and local
income taxes with respect to the value of the Shares of Restricted
Stock granted or distributed to the Award Recipient under the Plan;
the Award Recipient may have to report beneficial ownership of such
Shares (even while held by Haven) to the appropriate securities
regulators; and acceptance of legal ownership of such Shares or
subsequent disposition of them may be subject to limitations under
applicable securities laws. The Award Recipient should consult
with, and rely upon, his or her own legal counsel regarding the
application of such laws.
Section 17. Acceptance by the Award Recipient. By executing this
Agreement and returning a fully executed copy hereof to the
Committee or Administrator at the address specified in section 9,
the Award Recipient signifies acceptance of the terms and
conditions of this Award. If a fully executed copy of this
Agreement is not received by the Committee or Administrator within
forty-five (45) days after the later of the Grant Date or the date
this Agreement is received by the Award Recipient, the Committee
may revoke the Award, and thereby avoid all obligations hereunder.
4
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Director)
__________________________________ _____-____-_____
Name of Option Holder Social Security Number
________________________________________________________
Street Address
_________________________ _______________ ________
City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth
the terms and conditions on which a Non-Qualified Stock Option has
been granted under the Haven Bancorp, Inc. 1996 Stock Incentive
Plan. Set forth below are the specific terms and conditions
applicable to this Non-Qualified Stock Option. Attached as
Appendix A are the general terms and conditions of this Non-
Qualified Stock Option.
Option Terms (A) (B) (C)
Grant Date 4/24/96 4/24/96 4/24/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares* 2,000 2,000 2,000
Exercise Price Per Share* $24.2795 $24.2795 $24.2795
Vesting Date* 4/24/97 4/24/98 4/24/99
Exercise Period Expiration* 4/23/06 4/23/06 4/23/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Non-Qualified
Stock Option upon the terms and conditions specified in this Non-
Qualified Stock Option Agreement, and the Option Holder
acknowledges receipt of this Non-Qualified Stock Option Agreement,
including Appendix A, and agrees to observe and be bound by the
terms and conditions set forth herein.
HAVEN BANCORP, INC. OPTION HOLDER
By ___________________________ ___________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option consists of a number of
Optioned Shares with uniform terms and conditions. Where Options
are granted on the same date with varying terms and conditions (for
example, varying exercise prices or vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Director)
General Terms and Conditions
Section 1. Non-Qualified Stock Option. Haven does not intend the
Option evidenced hereby to be an "incentive stock option" within
the meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to termination for cause; and
(c) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's normal
or early retirement under the Corporation's tax-qualified
retirement plan ("Retirement") prior to the commencement of the
Exercise Period, the Exercise Period shall automatically commence
as of the effective date of such Retirement; and provided further,
that in the event of a Change in Control prior to the commencement
of the Exercise Period, the Exercise Period shall automatically
commence on the earliest date on which the Change in Control is
deemed to have occurred.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
<PAGE>
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, and no adjustments shall be
made for any dividends or other rights for which the record date is
prior to the date as of which such transfer is effected, except as
may be required under section 8. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
2
<PAGE>
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction ineligible for pooling
of interests accounting treatment;
3
<PAGE>
(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven is the surviving entity, and in the
event of any stock split, stock dividend or other event generally
affecting the number of Shares held by each Person who is then a
shareholder of record, the number of Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section 9. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
Section 10. Notices. Any communication required or permitted to
be given under the Plan, including any notice, direction,
designation, comment, instruction, objection or waiver, shall be in
writing and shall be deemed to have been given at such time as it
is delivered personally or five (5) days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or
at such other address as one such party may by written notice
specify to the other party:
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's address
as shown in the Corporation's personnel records.
4
<PAGE>
Section 11. No Assignment. The Option granted hereunder shall not
be subject in any manner to anticipation, alienation or assignment,
nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by
the Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural,
words used in the plural may be read in the singular, and words
importing the masculine gender may be read as referring equally to
the feminine or the neuter. Any reference to a section shall be a
reference to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically
defined herein shall have the meanings assigned to them under the
Plan.
Section 14. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the State of New
York without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
Section 15. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement
between Haven and the Option Holder.
Section 16. Plan Provisions Control. This Agreement and the
rights and obligations created hereunder shall be subject to all of
the terms and conditions of the Plan. In the event of any conflict
between the provisions of the Plan and the provisions of this
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
5
<PAGE>
by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Non-Qualified Stock
Option Agreement is received by the Option Holder, the Committee
may revoke the Option granted, and thereby avoid all obligations,
hereunder.
6
<PAGE>
Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Non-Qualified Stock Option (Director)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option
("Option") granted under the Plan. If you are not the person to
whom the Option was granted ("Option Recipient"), you must attach
to this Notice proof of your right to exercise the Option granted
under the Non-Qualified Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, but in no event more than three days after such date
("Effective Date"). Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned
to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares at an
Exercise Price per Share of $___________, for a Total Exercise
Price of $___________ [enter the product of the number of Shares
multiplied by the Exercise Price per Share]. As a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) ____ enclosed a certified check, money order
or bank draft payable to the order of Haven
Bancorp, Inc. in the amount of $____________
(b) ____ enclosed Shares duly endorsed for
transfer to Haven Bancorp, Inc. with all
necessary stock transfer tax stamps attached
and having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
<PAGE>
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_____________________ ______-_____-______ ________________
_____________________
_____________________ ______-_____-______ ________________
_____________________
3. Withholding Election. [For Option Holders only. Beneficiaries
should not complete.] I understand that I am responsible for the
amount of federal, state and local taxes required to be withheld
with respect to the Shares to be issued to me pursuant to this
Notice, but that I may request Haven to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby
request that any taxes required to be withheld be paid in the
following manner [check one]:
(a) ____ With a certified or bank check that I will deliver to
the Administrator on the day after the Effective Date of my Option
exercise.
(b) ____ With the proceeds from a sale of Shares that would
otherwise be distributed to me.
I understand that the withholding election I have made on this form
is not binding on the Administrator, and that the Administrator
will decide the amount to be withheld and the method of withholding
and advise me of its decision prior to the Effective Date. I
further understand that the Administrator may request additional
information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made
to me.
I further understand that if I have elected to have Shares
sold to satisfy tax withholding, I may be asked to pay a
minimal amount of such taxes in cash in order to avoid the
sale of more Shares than are necessary.
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<PAGE>
4. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) regarding the
application of all laws -- particularly tax and securities laws --
to the transactions to be effected pursuant to my Option and this
Notice. I understand that I will be responsible for paying any
federal, state and local taxes that may become due upon the
exercise of my Option and the sale (including a sale pursuant to a
"cashless exercise") or other disposition of Shares issued pursuant
to this Notice and that I must consult with my own tax advisor
regarding how and when such income will be reportable.
Signature: ______________________________ Date:_________________
Address:________________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By: _____________________________ Date of Receipt: __________
Authorized Signature
3
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Employee)
____________________________________ _____-____-_____
Name of Award Recipient Social Security Number
_______________________________________________________________
Street Address
_______________________________ _________________ _________
City State ZIP Code
This Restricted Stock Agreement is intended to set forth the terms
and conditions on which an Award of Restricted Stock has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Restricted Stock Award. Attached as Appendix A are the
general terms and conditions of this Restricted Stock Award.
Restricted Stock Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Shares Awarded* Common Common Common
Number of Shares Awarded*
Vesting Date* 5/23/97 5/23/98 5/23/99
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Restricted
Stock Award upon the terms and conditions specified in this
Restricted Stock Agreement, and the Award Recipient acknowledges
receipt of this Restricted Stock Agreement, including Appendix A,
and agrees to observe and be bound by the terms and conditions set
forth herein.
HAVEN BANCORP, INC. AWARD RECIPIENT
By ____________________________ _________________________
Name: Date:
Title:
_________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. A Restricted Stock Award consists of
a number of Shares of Restricted Stock with uniform terms and
conditions. Where Awards are granted on the same date with varying
terms and conditions (for example, varying vesting dates), the
Awards should be recorded as a series of grants each with its own
uniform terms and conditions.
<PAGE>
APPENDIX A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Restricted Stock Agreement (Employee)
General Terms and Conditions
Section 1. Ownership of Shares. A stock certificate or stock
certificates evidencing the Shares of Restricted Stock granted
hereunder shall be registered on Haven's books in the name of the
Award Recipient as of the Award Date and shall bear a legend
restricting the transferability of such certificate or certificates
and referring to the terms, conditions and other restrictions,
including forfeiture, applicable to such Restricted Stock.
Physical possession or custody of such certificates shall be
retained by Haven until such time as such Restricted Stock becomes
vested, at which time such Restricted Stock will be distributed to
the Award Recipient.
Section 2. Vesting. The Shares of Restricted Stock shall become
vested and available for distribution to the Award Recipient as of
the specified Vesting Dates; provided, however, that in the event
that an Award Recipient granted Restricted Stock hereunder ceases
to be an Eligible Individual due to Retirement prior to a Vesting
Date, any Restricted Stock granted to such Award Recipient that has
not previously become vested shall be deemed vested as of the date
of such Award Recipient's Retirement; and further provided, that
if, following a Change in Control, an Award Recipient granted
Restricted Stock hereunder ceases to be an Eligible Individual
prior to a Vesting Date for any reason, other than for cause, any
Restricted Stock granted to such Award Recipient that has not
previously become vested shall be deemed vested as of the date such
Award Recipient ceases to be an Eligible Employee.
Section 3. Forfeitures. In the event that an Award Recipient
ceases to be an Eligible Individual prior to a Vesting Date for any
reason other than a termination of service following a Change in
Control or Retirement, any Restricted Stock granted to such Award
Recipient that has not previously become vested shall be forfeited.
Following such a forfeiture, the Award Recipient will have no
rights whatsoever with respect to the Restricted Stock forfeited.
Section 4. Dividends. Any cash dividends declared and paid with
respect to Restricted Stock granted hereunder that has not been
forfeited, regardless of whether such Restricted Stock is vested
pursuant to section 2 of this Agreement, shall be immediately paid
to the Award Recipient. Any stock dividends declared and paid with
respect to Restricted Stock not forfeited, regardless of whether
such Restricted Stock is vested pursuant to section 2 of this
Agreement, shall be allocated to the Award Recipient and such stock
dividends shall be subject to such restrictions and shall become
<PAGE>
vested under the same terms and conditions as the Shares of
Restricted Stock to which they pertain.
Section 5. Voting Rights. The Award Recipient shall have the
exclusive right to direct the manner in which all voting rights
appurtenant to Restricted Stock not forfeited will be exercised
while such Restricted Stock is not yet vested. Such a direction
shall be given by completing and filing a written direction, in the
form and manner prescribed by the Committee or Administrator, with
such person as the Committee or Administrator shall designate, at
least 10 days prior to the date of the meeting of holders of Shares
at which such voting rights will be exercised.
Section 6. Distribution Upon Vesting. As soon as practicable
following the date any Shares of Restricted Stock granted hereunder
become vested pursuant to section 2 of this Agreement, Haven will
issue to the Award Recipient, or his or her Beneficiary entitled to
such Restricted Stock, a stock certificate evidencing ownership of
the Shares. Any additional Shares attributable to stock dividends
paid with respect to the Restricted Stock then being distributed
pursuant to this section 6 shall also be distributed and shall be
evidenced by such stock certificate.
Section 7. Registration of Shares. Haven's obligation to deliver
Shares pursuant to this Agreement shall, if the Committee or
Administrator so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Award
Recipient or his or her Beneficiary to whom such Shares are to be
delivered, in such form as the Committee or Administrator shall
determine to be necessary or advisable to comply with the
provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon
a registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange
on which Shares may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law,
rule or regulation as the Committee or Administrator shall
determine to be necessary or advisable.
Section 8. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee or
Administrator with respect to this Agreement, shall be held or
construed to confer upon the Award Recipient any right to a
continuation of employment by the Corporation. The Award Recipient
may be dismissed or otherwise dealt with as though this Agreement
had not been entered into.
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<PAGE>
Section 9. Notices. Any communication required or permitted to
be given under the Plan, including any notice, direction,
designation, comment, instruction, objection or waiver, shall be in
writing and shall be deemed to have been given at such time as it
is personally delivered or five (5) days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or
at such other address as one such party may by written notice
specify to the other:
(a) If to the Committee or Administrator:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Award Recipient, to his or her address as shown
in the Corporation's personnel records.
Section 10. No Assignment. Prior to vesting, the Restricted Stock
granted hereunder shall not be subject in any manner to
anticipation, alienation or assignment, nor shall such Restricted
Stock be liable for or subject to debts, contracts, liabilities,
engagements or torts, nor shall it be transferable by the Award
Recipient other than by will or by the laws of descent and
distribution. During the Award Recipient's lifetime, the
Restricted Stock shall be distributable only to the Award
Recipient. This section 10 shall not prohibit the Award Recipient
from designating, in the form attached hereto as Appendix B, a
beneficiary or beneficiaries to receive his Restricted Stock in the
event of his death prior to vesting and distribution.
Section 11. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Award
Recipient and their respective heirs, successors and assigns.
Section 12. Construction of Language. Whenever appropriate in
this Agreement, words used in the singular may be read in the
plural, words used in the plural may be read in the singular, and
words importing the masculine gender may be read as referring
equally to the feminine or the neuter. Any reference to a section
shall be a reference to a section of this Agreement, unless the
context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to
them under the Plan.
3
<PAGE>
Section 13. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal
laws of the United States of America.
Section 14. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement
between the Award Recipient and Haven.
Section 15. Plan Provisions Control. This Agreement, and the
rights and obligations created hereunder, shall be subject to all
of the terms and conditions of the Plan. In the event of any
conflict between the provisions of the Plan and the provisions of
this Agreement, the terms of the Plan, which are incorporated
herein by reference, shall control. By signing this Agreement, the
Award Recipient acknowledges receipt of a copy of the Plan.
Section 16. Legal Matters. The Award made to the Award Recipient
is a form of contingent compensation that involves publicly traded
securities. As such, there are certain federal, state and local
tax and securities laws that may apply. In particular, the Award
Recipient may be liable for the payment of federal, state and local
income taxes with respect to the value of the Shares of Restricted
Stock granted or distributed to the Award Recipient under the Plan;
the Award Recipient may have to report beneficial ownership of such
Shares (even while held by Haven) to the appropriate securities
regulators; and acceptance of legal ownership of such Shares or
subsequent disposition of them may be subject to limitations under
applicable securities laws. The Award Recipient should consult
with, and rely upon, his or her own legal counsel regarding the
application of such laws.
Section 17. Acceptance by the Award Recipient. By executing this
Agreement and returning a fully executed copy hereof to the
Committee or Administrator at the address specified in section 9,
the Award Recipient signifies acceptance of the terms and
conditions of this Award. If a fully executed copy of this
Agreement is not received by the Committee or Administrator within
forty-five (45) days after the later of the Grant Date or the date
this Agreement is received by the Award Recipient, the Committee
may revoke the Award, and thereby avoid all obligations hereunder.
4
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Incentive Stock Option Agreement (Employee)
______________________________________ _____-____-_____
Name of Option Holder Social Security Number
____________________________________________________________
Street Address
________________________________ ____________ __________
City State ZIP Code
This Incentive Stock Option Agreement is intended to set forth the
terms and conditions on which an Incentive Stock Option has been
granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan.
Set forth below are the specific terms and conditions applicable to
this Incentive Stock Option. Attached as Appendix A are the
general terms and conditions of this Incentive Stock Option.
Option Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting Date* 5/23/97 5/23/98 5/23/99
Exercise Period Expiration* 5/22/06 5/22/06 5/22/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Incentive Stock
Option upon the terms and conditions specified in this Incentive
Stock Option Agreement, and the Option Holder acknowledges receipt
of this Incentive Stock Option Agreement, including Appendix A, and
agrees to observe and be bound by the terms and conditions set
forth herein.
Haven Bancorp, Inc. Option Holder
By __________________________ _________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option consists of a number of
Optioned Shares with uniform terms and conditions. Where Options
are granted on the same date with varying terms and conditions (for
example, varying exercise prices or vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Incentive Stock Option Agreement (Employee)
General Terms and Conditions
Section 1. Incentive Stock Option. Haven intends the Option
evidenced hereby to be an "incentive stock option" within the
meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period, commencing on the
date the Option Holder ceases to be an Eligible Individual due to
death, disability or normal or early retirement under the
Corporation's tax-qualified retirement plan ("Retirement");
(c) the last day of the three-month period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to death, disability, Retirement or termination for cause;
and
(d) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's
Retirement prior to the commencement of the Exercise Period, the
Exercise Period shall automatically commence as of the effective
date of such Retirement; and provided further, that in the event of
a Change in Control prior to the commencement of the Exercise
Period, the Exercise Period shall automatically commence on the
earliest date on which the Change in Control is deemed to have
occurred. Notwithstanding section 2(b) above, if the Option
granted hereunder is not exercised by the Option Holder within
three months following Retirement, such Option shall not be
eligible for treatment as an "incentive stock option" within the
meaning of section 422 of the Code.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
<PAGE>
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, and no adjustments shall be
2
<PAGE>
made for any dividends or other rights for which the record date is
prior to the date as of which such transfer is effected, except as
may be required under section 8. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
3
<PAGE>
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation Right
would (in the opinion of the firm of independent certified public
accountants regularly engaged to audit the Corporation's financial
statements) render the transaction ineligible for pooling of
interests accounting treatment;
(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven is the surviving entity, and in the
event of any stock split, stock dividend or other event generally
affecting the number of Shares held by each Person who is then a
shareholder of record, the number of Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
Section Notices. Any communication required or permitted to be
given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and
shall be deemed to have been given at such time as it is delivered
personally or five (5) days after mailing if mailed, postage
prepaid, by registered or certified mail, return receipt requested,
addressed to such party at the address listed below, or at such
other address as one such party may by written notice specify to
the other party:
4
<PAGE>
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's
address as shown in the Corporation's personnel records.
Section 11. No Assignment. The Option granted hereunder shall not
be subject in any manner to anticipation, alienation or assignment,
nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by
the Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural,
words used in the plural may be read in the singular, and words
importing the masculine gender may be read as referring equally to
the feminine or the neuter. Any reference to a section shall be a
reference to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically
defined herein shall have the meanings assigned to them under the
Plan.
Section 14. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the State of New
York without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
Section 15. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement
between Haven and the Option Holder.
5
<PAGE>
Section 16. Plan Provisions Control. This Agreement and the
rights and obligations created hereunder shall be subject to all of
the terms and conditions of the Plan. In the event of any conflict
between the provisions of the Plan and the provisions of this
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Incentive Stock Option
Agreement is received by the Option Holder, the Committee may
revoke the Option granted, and thereby avoid all obligations,
hereunder.
6
<PAGE>
Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Incentive Stock Option (Employee)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to an incentive stock option
("Option") granted under the Plan. If you are not the person to
whom the Option was granted ("Option Recipient"), you must attach
to this Notice proof of your right to exercise the Option granted
under the Incentive Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, but in no event more than three days after such date
("Effective Date"). Except as specifically provided to the con-
trary herein, capitalized terms shall have the meanings assigned to
them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ____________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares at an
Exercise Price per Share of $ , for a Total Exercise
Price of $ [enter the product of the number of Shares
multiplied by the Exercise Price per Share]. As a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) enclosed a certified check, money order
or bank draft payable to the order of
Haven Bancorp, Inc. in the amount of $____________
(b) enclosed Shares duly endorsed for transfer
to Haven Bancorp, Inc. with all necessary
stock transfer tax stamps attached and
having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
<PAGE>
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_________________________ _____-_____-_____ ________________
_________________________
_________________________ _____-_____-_____ ________________
_________________________
3. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) regarding the
application of all laws -- particularly tax and securities laws --
to the transactions to be effected pursuant to my Option and this
Notice. I understand that I will be responsible for paying any
federal, state and local taxes that may become due upon the
exercise of my Option and the sale (including a sale pursuant to a
"cashless exercise") or other disposition of Shares issued pursuant
to this Notice and that I must consult with my own tax advisor
regarding how and when such income will be reportable.
Signature:_____________________________ Date:_______________
Address:_____________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By:___________________________ Date of Receipt:___________
Authorized Signature
2
<PAGE>
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Employee)
__________________________________ _____-____-_____
Name of Option Holder Social Security Number
________________________________________________________
Street Address
_________________________ _______________ ________
City State ZIP Code
This Non-Qualified Stock Option Agreement is intended to set forth
the terms and conditions on which a Non-Qualified Stock Option has
been granted under the Haven Bancorp, Inc. 1996 Stock Incentive
Plan. Set forth below are the specific terms and conditions
applicable to this Non-Qualified Stock Option. Attached as
Appendix A are the general terms and conditions of this Non-
Qualified Stock Option.
Option Terms (A) (B) (C)
Grant Date 5/23/96 5/23/96 5/23/96
Class of Optioned Shares* Common Common Common
No. of Optioned Shares*
Exercise Price Per Share*
Vesting Date* 5/23/97 5/23/98 5/23/99
Exercise Period Expiration* 5/22/06 5/22/06 5/22/06
* Subject to adjustment as provided in the Plan and the General
Terms and Conditions set forth in Appendix A.
By signing where indicated below, Haven grants this Non-Qualified
Stock Option upon the terms and conditions specified in this Non-
Qualified Stock Option Agreement, and the Option Holder
acknowledges receipt of this Non-Qualified Stock Option Agreement,
including Appendix A, and agrees to observe and be bound by the
terms and conditions set forth herein.
HAVEN BANCORP, INC. OPTION HOLDER
By ___________________________ ___________________________
Name: Date:
Title:
Instructions: This page should be completed by or on behalf of the
Committee or the Administrator. Any blank space intentionally left
blank should be crossed out. An Option consists of a number of
Optioned Shares with uniform terms and conditions. Where Options
are granted on the same date with varying terms and conditions (for
example, varying exercise prices or vesting dates), the Options
should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
Appendix A
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Non-Qualified Stock Option Agreement (Employee)
General Terms and Conditions
Section 1. Non-Qualified Stock Option. Haven does not intend the
Option evidenced hereby to be an "incentive stock option" within
the meaning of section 422 of the Internal Revenue Code of 1986
("Code").
Section 2. Exercise Period. Subject to the vesting requirements
of Section 3, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at any time during the
period ("Exercise Period") commencing on the first anniversary of
the Grant Date and ending on the earliest to occur of the following
dates:
(a) the last day of the ten-year period commencing on the
date first above written;
(b) the last day of the one-year period commencing on the
date the Option Holder ceases to be an Eligible Individual other
than due to termination for cause; and
(c) the date the Option Holder ceases to be an Eligible
Individual due to a termination for cause;
provided, however, that in the event of the Option Holder's normal
or early retirement under the Corporation's tax-qualified
retirement plan ("Retirement") prior to the commencement of the
Exercise Period, the Exercise Period shall automatically commence
as of the effective date of such Retirement; and provided further,
that in the event of a Change in Control prior to the commencement
of the Exercise Period, the Exercise Period shall automatically
commence on the earliest date on which the Change in Control is
deemed to have occurred.
Section 3. Vesting. The Optioned Shares shall become vested and
available for purchase by the Option Holder as of the specified
Vesting Date(s); provided, however, that in the event of the Option
Holder's Retirement prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase as
of such Retirement; and further provided, that in the event of a
Change in Control prior to the applicable Vesting Date, such
Optioned Shares shall become vested and available for purchase on
the earliest date on which the Change in Control is deemed to have
occurred.
Section 4. Exercise Price. Subject to Section 3, during the
Exercise Period, the Option Holder shall have the right to purchase
all or any portion of the Optioned Shares at the Exercise Price per
Share.
<PAGE>
Section 5. Method of Exercise. Subject to section 3, the Option
Holder may, at any time during the Exercise Period specified in
section 2, exercise his right to purchase all or any part of the
Optioned Shares then available for purchase; provided, however,
that the minimum number of Optioned Shares which may be purchased
shall be one hundred (100) or, if less, the total number of
Optioned Shares then available for purchase. The Option Holder
shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix B; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable
following the date the requirements of this section 5 have been
satisfied, but in no event more than three (3) days after such
date. Payment shall be made (i) in United States dollars by
certified check, money order or bank draft made payable to the
order of Haven, (ii) in Shares duly endorsed for transfer and with
all necessary stock transfer tax stamps attached, already owned by
the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such
manner as may be provided by the Committee or the Administrator or
as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a
combination of (i) and (ii).
Section 6. Delivery and Registration of Optioned Shares. As soon
as is practicable following the date on which the Option Holder has
satisfied the requirements of section 5, the Committee shall take
such action as is necessary to cause Haven to issue a stock
certificate evidencing the Option Holder's ownership of the
Optioned Shares that have been purchased. The Option Holder shall
have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of
which such Optioned Shares are transferred to the Option Holder on
the stock transfer records of Haven, and no adjustments shall be
made for any dividends or other rights for which the record date is
prior to the date as of which such transfer is effected, except as
may be required under section 8. The obligation of Haven to
deliver Shares under this Agreement shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to
the investment intention of the Option Holder to whom such Shares
are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that
any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other
2
<PAGE>
event eliminating the necessity of such representation. Haven
shall not be required to deliver any Shares under this Agreement
prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion
of such registration or other qualification under any state or
federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 7. Grant of Appreciation Right; Cancellation of Options.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted
hereunder, with an Exercise Price per Share equal to the Exercise
Price per Share of such Option. Such Appreciation Right shall be
exercisable only in the event of a Change in Control and in
accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may, in the event of a Change in
Control, exercise such Appreciation Right by delivering to the
Committee or Administrator advance written notice, in the form and
manner prescribed by the Committee or Administrator, of his or her
intent to exercise the Appreciation Right and the number of Shares
with respect to which the Appreciation Right is to be exercised.
Except as provided below, within ten (10) days after the giving of
such a notice, the Committee shall cause Haven to deliver to the
Option Holder a monetary payment in an amount per Share equal to
the amount by which the Change in Control Consideration exceeds the
Exercise Price per Share of each of the Appreciation Rights being
exercised. The exercise of an Appreciation Right which relates to
all or a portion of an Option shall be treated as an exercise of
the related Option and a subsequent resale of the Shares acquired
thereby.
(c) Notwithstanding anything herein contained to the
contrary, the Option and/or Appreciation Right granted hereunder
shall be cancelled immediately prior to the effective time of a
Change in Control resulting from a transaction between the
Corporation and another party pursuant to a written agreement
whereby the consummation of the transaction is conditioned upon the
availability of "pooling of interests" accounting treatment (within
the meaning of A.P.B. No. 16 or any successor thereto); provided,
however, that the cancellation of such Option and/or Appreciation
Right shall be subject to the following conditions:
(i) the existence of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction ineligible for pooling
of interests accounting treatment;
3
<PAGE>
(ii) the cancellation of the Option and/or Appreciation
Right would (in the opinion of the firm of independent certified
public accountants regularly engaged to audit the Corporation's
financial statements) render the transaction eligible for pooling
of interests accounting treatment; and
(iii) the transaction is, in fact, consummated.
Section 8. Adjustments in the Event of Reorganization. In the
event of any merger, consolidation, or other business
reorganization in which Haven is the surviving entity, and in the
event of any stock split, stock dividend or other event generally
affecting the number of Shares held by each Person who is then a
shareholder of record, the number of Optioned Shares subject to the
Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 9.3(a) of the
Plan to account for such event. In the event of any merger,
consolidation, or other business reorganization in which Haven is
not the surviving entity, the Option granted hereunder shall be
cancelled or adjusted in accordance with Section 9.3(b) of the
Plan.
Section 9. No Right to Continued Employment. Nothing in this
Agreement, nor any action of the Board or Committee with respect to
this Agreement, shall be held or construed to confer upon the
Option Holder any right to a continuation of employment by the
Corporation. The Option Holder may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
Section 10. Notices. Any communication required or permitted to
be given under the Plan, including any notice, direction,
designation, comment, instruction, objection or waiver, shall be in
writing and shall be deemed to have been given at such time as it
is delivered personally or five (5) days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or
at such other address as one such party may by written notice
specify to the other party:
(a) If to the Committee:
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Attention: Administrator of the Haven Bancorp, Inc.
1996 Stock Incentive Plan
(b) If to the Option Holder, to the Option Holder's address
as shown in the Corporation's personnel records.
4
<PAGE>
Section 11. No Assignment. The Option granted hereunder shall not
be subject in any manner to anticipation, alienation or assignment,
nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by
the Option Holder other than by will or by the laws of descent and
distribution. During the Option Holders lifetime, the Option
granted hereunder shall be exercisable only by him. This section
11 shall not prohibit the Option Holder from designating, in the
form attached hereto as Appendix C, a beneficiary or beneficiaries
to receive such Option in the event of the Option Holder's death
prior to exercising the Option.
Section 12. Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon Haven and the Option
Holder and their respective heirs, successors and assigns.
Section 13. Construction of Language. Whenever appropriate in the
Agreement, words used in the singular may be read in the plural,
words used in the plural may be read in the singular, and words
importing the masculine gender may be read as referring equally to
the feminine or the neuter. Any reference to a section shall be a
reference to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically
defined herein shall have the meanings assigned to them under the
Plan.
Section 14. Governing Law. This Agreement shall be construed,
administered and enforced according to the laws of the State of New
York without giving effect to the conflict of laws principles
thereof, except to the extent that such laws are preempted by the
federal law.
Section 15. Amendment. This Agreement may be amended, in whole or
in part and in any manner not inconsistent with the provisions of
the Plan, at any time and from time to time, by written agreement
between Haven and the Option Holder.
Section 16. Plan Provisions Control. This Agreement and the
rights and obligations created hereunder shall be subject to all of
the terms and conditions of the Plan. In the event of any conflict
between the provisions of the Plan and the provisions of this
Agreement, the terms of the Plan, which are incorporated herein by
reference, shall control. By signing this Agreement, the Option
Holder acknowledges receipt of a copy of the Plan.
Section 17. Acceptance by Option Holder. By executing this
Agreement and returning a fully executed copy hereof to the
Committee at the address specified in Section 10, the Option Holder
signifies his acceptance of the terms and conditions of this
Option. If a fully executed copy of this Agreement is not received
5
<PAGE>
by the Committee or Administrator within forty-five (45) days after
the later of the Grant Date or the date this Non-Qualified Stock
Option Agreement is received by the Option Holder, the Committee
may revoke the Option granted, and thereby avoid all obligations,
hereunder.
6
<PAGE>
Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Notice of Exercise of Non-Qualified Stock Option (Employee)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this Notice to inform the Administrator of the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising
your right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option
("Option") granted under the Plan. If you are not the person to
whom the Option was granted ("Option Recipient"), you must attach
to this Notice proof of your right to exercise the Option granted
under the Non-Qualified Stock Option Agreement entered into between
Haven and the Option Recipient ("Agreement"). This Notice should
be personally delivered or mailed by certified mail, return receipt
requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue,
Woodhaven, New York 11421 Attention: Administrator of the Haven
Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the
exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan
Administrator, but in no event more than three days after such date
("Effective Date"). Except as specifically provided to the
contrary herein, capitalized terms shall have the meanings assigned
to them under the Plan. This Notice is subject to all of the terms
and conditions of the Plan and the Agreement.
1. Purchase of Shares. Pursuant to the Agreement made and entered
into as of ________________, 199__, by and between Haven and
__________________________ [enter the name of the Option Holder],
I hereby exercise my right to purchase ________ Shares at an
Exercise Price per Share of $___________, for a Total Exercise
Price of $___________ [enter the product of the number of Shares
multiplied by the Exercise Price per Share]. As a payment for such
Shares, I have [check and complete one or more; the sum of the
amounts shown in (a), (b) and (c) must equal the Total Exercise
Price]:
(a) ____ enclosed a certified check, money order
or bank draft payable to the order of Haven
Bancorp, Inc. in the amount of $____________
(b) ____ enclosed Shares duly endorsed for
transfer to Haven Bancorp, Inc. with all
necessary stock transfer tax stamps attached
and having a Fair Market Value of $____________
(c) authorized a "cashless exercise" through
____________________ [enter the name of a
brokerage or investment banking firm only
if you have already made arrangements with
such firm to effect a "cashless exercise,"
and attach documentation evidencing such
arrangements] which will deliver to Haven
<PAGE>
Bancorp, Inc. the proceeds of a sale of
Shares subject to the Option having a Fair
Market Value of $____________
Total Exercise Price $____________
2. Issuance of Certificates. I hereby direct that the stock
certificates representing the Shares purchased pursuant to Section
1 above (after any sale pursuant to a "cashless exercise") be
issued to the following person(s) in the amount specified below:
Name and Address Social Security No. Number of Shares
_____________________ ______-_____-______ ________________
_____________________
_____________________ ______-_____-______ ________________
_____________________
3. Withholding Election. [For Option Holders only. Beneficiaries
should not complete.] I understand that I am responsible for the
amount of federal, state and local taxes required to be withheld
with respect to the Shares to be issued to me pursuant to this
Notice, but that I may request Haven to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby
request that any taxes required to be withheld be paid in the
following manner [check one]:
(a) ____ With a certified or bank check that I will deliver to
the Administrator on the day after the Effective Date of my Option
exercise.
(b) ____ With the proceeds from a sale of Shares that would
otherwise be distributed to me.
I understand that the withholding election I have made on this form
is not binding on the Administrator, and that the Administrator
will decide the amount to be withheld and the method of withholding
and advise me of its decision prior to the Effective Date. I
further understand that the Administrator may request additional
information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made
to me.
I further understand that if I have elected to have Shares
sold to satisfy tax withholding, I may be asked to pay a
minimal amount of such taxes in cash in order to avoid the
sale of more Shares than are necessary.
2
<PAGE>
4. Compliance with Tax and Securities Laws. I understand that I
must rely on, and consult with, my own tax and legal counsel (and
not Columbia Federal Savings Bank or Haven) regarding the
application of all laws -- particularly tax and securities laws --
to the transactions to be effected pursuant to my Option and this
Notice. I understand that I will be responsible for paying any
federal, state and local taxes that may become due upon the
exercise of my Option and the sale (including a sale pursuant to a
"cashless exercise") or other disposition of Shares issued pursuant
to this Notice and that I must consult with my own tax advisor
regarding how and when such income will be reportable.
Signature: ______________________________ Date:_________________
Address:________________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: _____ By Hand _____ By Mail
By: _____________________________ Date of Receipt: __________
Authorized Signature
3
<PAGE>
Appendix B
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Beneficiary Designation (Restricted Stock Award)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this form to designate the Beneficiary(ies) to receive your
right to receive the shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") granted to you under the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") if you should die before
receiving distribution of such Shares. You should give your
Beneficiary(ies) a copy of this completed form. This Beneficiary
Designation should be completed and personally delivered or mailed
by registered or certified mail, return receipt requested, to Haven
Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421,
Attention: Administrator of the 1996 Stock Incentive Plan. Except
as specifically provided to the contrary herein, capitalized terms
shall have the meanings assigned to them under the Plan. This
Beneficiary Designation is subject to all of the terms and
conditions of the Plan.
1. Designation. [Complete sections 1(a) and 1(b). Write in all
of the information requested. If no percentage interests are
specified, each Beneficiary in the same class of Beneficiaries
(primary or contingent) will have an equal interest. If any
designated Beneficiary predeceases you, the interests of each of
the remaining Beneficiaries in the same class (primary or contin-
gent) shall be increased proportionately.]
(a) Primary Beneficiary(ies). I hereby name the following
person or persons as my primary Beneficiary(ies) to receive the
Shares granted to me on ______________ under the Plan, if I should
die before exercising such Shares. I reserve the right to change
or revoke this designation at any time prior to my death without
the consent of any person.
<TABLE>
<CAPTION>
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
<PAGE>
(b) Contingent Beneficiary(ies). I hereby designate the
following person or persons as my contingent Beneficiary(ies) to
receive the Shares described above if all of my primary Beneficia-
ry(ies) designated in Section 1(a) above should die before such
amounts are distributed. I reserve the right to change or revoke
this designation at any time prior to my death without the consent
of any person:
</TABLE>
<TABLE>
<CAPTION>
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
2. Effectiveness of Designation. I understand that the Beneficia-
ry designations made on this form shall be effective only if this
form is properly completed and received by the Administrator prior
to my death. I also understand that an effective Beneficiary
designation revokes all previous designations and that this
designation is subject to all of the terms and conditions of the
Plan.
Signature: ________________________________ Date: _____________
Address: _______________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: ____ By Hand ____ By Mail
By _______________________________ Date of Receipt: ____________
Authorized Signature
2
<PAGE>
Appendix C
Haven Bancorp, Inc. 1996 Stock Incentive Plan
Beneficiary Designation (Option)
IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this form to designate the Beneficiary(ies) to receive your
right to purchase shares of common stock ("Shares") of Haven
Bancorp, Inc. ("Haven") pursuant to a non-statutory stock option or
incentive stock option ("Option") granted to you under the Haven
Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") if you should die
before exercising such Option. In the event of your death, your
Option will generally remain exercisable, to the extent of your
vested Shares, for one year following the date of your death. You
should give your Beneficiary(ies) a copy of this completed form,
which should be filed by such Beneficiary with a Notice of Exercise
of Non-Statutory or Incentive Stock Option, in order to exercise
your Option after your death. This Beneficiary Designation should
be completed and personally delivered or mailed by registered or
certified mail, return receipt requested, to Haven Bancorp, Inc.,
93-22 Jamaica Avenue, Woodhaven, New York 11421, Attention:
Administrator of the 1996 Stock Incentive Plan. The effective date
of the designations made herein will be the date this Beneficiary
Designation is received by the Administrator. Except as specifi-
cally provided to the contrary herein, capitalized terms shall have
the meanings assigned to them under the Plan. This Beneficiary
Designation is subject to all of the terms and conditions of the
Plan.
1. Designation. [Complete sections 1(a) and 1(b). Write in all
of the information requested. If no percentage interests are
specified, each Beneficiary in the same class of Beneficiaries
(primary or contingent) will have an equal interest. If any
designated Beneficiary predeceases you, the interests of each of
the remaining Beneficiaries in the same class (primary or contin-
gent) shall be increased proportionately.]
(a) Primary Beneficiary(ies). I hereby name the following
person or persons as my primary Beneficiary(ies) to receive the
right to exercise the Option granted to me on ______________ under
the Plan, if I should die before exercising such Option. I reserve
the right to change or revoke this designation at any time prior to
my death without the consent of any person.
</TABLE>
<TABLE>
<CAPTION>
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
<PAGE>
(b) Contingent Beneficiary(ies). I hereby designate the
following person or persons as my contingent Beneficiary(ies) to
receive the right to exercise my Option if all of my primary
Beneficiary(ies) designated in Section 1(a) above should die before
me or before exercising such Option and without having designated
a Beneficiary(ies). I reserve the right to change or revoke this
designation at any time prior to my death without the consent of
any person:
</TABLE>
<TABLE>
<CAPTION>
Date of Percentage
Name and Address Social Security Number Relationship Birth Interest
<S> <C> <C> <C> <C>
__________________ _____-____-_____ ____________ _______ __________
__________________
__________________ _____-____-_____ ____________ _______ __________
__________________
2. Effectiveness of Designation. I understand that the Beneficia-
ry designations made on this form shall be effective only if this
form is properly completed and received by the Administrator prior
to my death. I also understand that an effective Beneficiary
designation revokes all previous designations and that this
designation is subject to all of the terms and conditions of the
Plan.
Signature: ________________________________ Date: _____________
Address: _______________________________________________________
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Plan Administrator
Received [check one]: ____ By Hand ____ By Mail
By _______________________________ Date of Receipt: ____________
Authorized Signature
2
</TABLE>
<PAGE>
EXHIBIT 5.
Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered
Consent of Thacher Proffitt & Wood
<PAGE>
Writer's Direct Dial
212-912-7429
June 18, 1996
Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, New York 11421
Re: Haven Bancorp, Inc. 1996 Stock Incentive Plan
Dear Sirs:
We have acted as counsel for Haven Bancorp, Inc., a Delaware
corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of
1933, as amended ("Registration Statement") with respect to 210,000
shares of its common stock, par value $.01 per share ("Shares"),
which may be issued pursuant to the Haven Bancorp, Inc. 1996 Stock
Incentive Plan ("Plan"). 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 States of New
York and 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 Plan described above 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.
Based on the foregoing, we are of the opinion that the 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 Plan, such 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 law).
<PAGE>
-2-
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other
person or entity is entitled to rely hereon without 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
/s/ Lisa M. Miller
__________________________
By: Lisa M. Miller
<PAGE>
EXHIBIT 23.1
Consent of Thacher Proffitt & Wood
(included in Exhibit 5 hereof)
<PAGE>
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP
<PAGE>
The Board of Directors
Haven Bancorp, Inc.:
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Haven Bancorp, Inc., relating
to the Haven Bancorp, Inc. 1996 Stock Incentive Plan, of our report
dated January 25, 1996 with respect to the consolidated statements
of financial condition of Haven Bancorp, Inc. and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated
statements of operations, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended December
31, 1995, which report is incorporated by reference in the December
31, 1995 Annual Report on Form 10-K of Haven Bancorp, Inc. Our
report includes an explanatory paragraph that refers to the
adoption of a new accounting principle as discussed in the notes to
those financial statements. We also consent to the reference to
our firm under the heading "Experts" in the resale prospectus.
KPMG PEAT MARWICK LLP
Jericho, New York
June 27, 1996
<PAGE>
EXPLANATORY NOTE
This registration statement includes or is deemed to include
two forms of prospectus: one to be sent or given to certain
participants (the "Employee Prospectus") in the Haven Bancorp, Inc.
1996 Stock Incentive Plan ("Plan") pursuant to Part I of Form S-8
and Rule 428(b)(1) under the Securities Act of 1933, as amended
("Securities Act"), and one to be used in connection with certain
reoffers and resales (the "Resale Prospectus") of shares of Common
Stock, par value $0.01 per share, of Haven Bancorp, Inc. by
participants in the Plan as contemplated by Instruction C to Form
S-8 under the Securities Act. The form of Employee Prospectus has
been omitted from this registration statement as permitted by Part
I of Form S-8. The form of Resale Prospectus is included herein
immediately following this page.
<PAGE>
CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)
Items Required by Part I of Form S-3
S-3 Item Prospectus Heading
1. Forepart of Registration Front Cover Page of Prospectus;
Statement and Outside Front this Cross-Reference Sheet
Cover Page of Prospectus
2. Inside Front and Outside Available Information;
Back Cover Pages of Incorporation of Certain
Prospectus Documents by Reference; Table of
Contents
3. Summary Information, Risk Available Information; Risk
Factors and Ratio of Factors
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Determination of Offering
Price Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities Not Applicable
to be Registered
10. Interests of Named Experts Legal Opinions; Experts
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Documents by Reference Documents by Reference
13. Disclosure of Commission Indemnification of Directors
Position on Indemnification and Officers
for Securities Act Liabilities
<PAGE>
PROSPECTUS
HAVEN BANCORP, INC.
210,000 SHARES OF COMMON STOCK
($0.01 Par Value)
Offered or to be Offered by Certain Selling Shareholders
of Haven Bancorp, Inc. Following their Acquisition under
the Haven Bancorp, Inc. 1996 Stock Incentive Plan
Certain holders of Haven Bancorp, Inc. Common Stock ("Haven
Common Stock") may offer, from time to time, up to 210,000 shares
of Haven Common Stock which they acquired under the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("Plan") pursuant to the exercise of
options and the grant of restricted stock thereunder. The shares
may be sold directly by the holder to purchasers or may be given by
the holder to donees, such as members of the holder's family or
charitable organizations, and then sold by the donee to the
purchasers. Sales may occur through the facilities of the National
Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market System, on which the shares are quoted, or may
occur privately.
This Prospectus relates to 210,000 authorized shares of Haven
Common Stock reserved for issuance under the Plan. In addition,
this Prospectus covers an indeterminate number of additional shares
of Haven Common Stock that, by reason of certain events specified
in the Plan, may be acquired by the selling shareholders under the
Plan through options or restricted stock granted thereunder. Such
shares are, at the date hereof, either unissued shares or are held
as treasury stock by Haven Bancorp, Inc. ("Company"). It is
suggested that this Prospectus be retained for future reference.
This Prospectus contains a discussion of material risks in
connection with the purchase of shares of the Company. See "Risk
Factors" at page 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS
ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY OTHER GOVERNMENT
AGENCY.
The date of this prospectus is June 28, 1996.
<PAGE>
AVAILABLE INFORMATION
Haven Bancorp, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
("Exchange Act") and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Information, as to particular dates, concerning
directors and officers, their remuneration, options granted to
them, the principal holders of Haven Common Stock, and any material
interest of such persons in transactions with Haven Bancorp, Inc.
is disclosed in proxy statements distributed to shareholders of
Haven Bancorp, Inc. and filed with the Commission. Such reports,
proxy statements, and other information can be inspected and copied
at the offices of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street N.W., Washington, D.C. 20549; at Public Reference
Facilities in the Chicago Regional Office, 500 West Madison Street,
Chicago, Illinois 60661; and at the New York Regional Office in
Five World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at
prescribed rates. Haven Common Stock is traded in the over-the-
counter market and is quoted on the Nasdaq National Market System.
Reports, proxy material and other information concerning Haven
Bancorp, Inc. may also be inspected at the offices of the National
Association of Securities Dealers, 1735 K Street N.W., Washington
D.C. 20006-1500.
Haven Bancorp, Inc. has filed with the Commission in
Washington D.C., a Registration Statement under the Securities Act
of 1933, as amended, with respect to the securities to which this
prospectus relates. As permitted by the rules and regulations of
the Commission, this prospectus does not contain all the
information set forth in the Registration Statement, including the
exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the Haven Bancorp,
Inc. Annual Report on Form 10-K for the year ended December 31,
1995, and the Haven Bancorp, Inc. Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed by Haven Bancorp, Inc.
pursuant to Section 13 of the Exchange Act. The description of the
class of securities offered under the Plan is described in the
Registration Statement on Form S-1, and any amendments thereto,
filed by Haven Bancorp, Inc. with the Commission. Such description
is incorporated by reference herein.
All documents filed by Haven Bancorp, Inc. pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the
2
<PAGE>
date of this Prospectus and prior to the termination of the
offering of the securities made hereby are incorporated herein by
reference, and such documents shall be deemed to be a part hereof
from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also 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 Prospectus.
Haven Bancorp, Inc. 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 shall be directed to Ms. Catherine
Califano, Senior Vice President, Chief Financial Officer, Haven
Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421.
Telephone requests may be directed to (718) 847-7041.
The principal executive offices of Haven Bancorp, Inc. are
located at 93-22 Jamaica Avenue, Woodhaven, New York 11421. The
telephone number at such offices is (718) 847-7041.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in
deciding whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.
The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest
income, which is the difference between its interest income on
earning assets " such as loans, mortgage-backed and
mortgage-related securities and debt securities " and its interest
expense on interest-bearing liabilities, such as deposits and
borrowings. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to
changes in interest rates, particularly if there is a substantial
variation in the timing between the repricing of its assets and the
liabilities which fund them. The Company will continue to be
affected by general changes in levels of interest rates and other
economic factors beyond its control. At December 31, 1995, the
Company's total interest-earning assets maturing or repricing
within one year exceeded its total interest-bearing liabilities
maturing or repricing in the same time period by $31.5 million,
3
<PAGE>
representing a one-year cumulative interest rate sensitivity gap as
a percentage of total assets of positive 2.14%. In a rising
interest rate environment, the Company would be in a better
position to invest in higher yielding assets which would result in
the yield on its assets increasing at a pace closer to the cost of
its interest-bearing liabilities, than would be the case if it had
a negative gap. During a period of falling interest rates, the
Company would tend to have its assets repricing at a faster rate
than one with a negative gap, which would tend to restrain the
growth of its net interest income. In order to reduce its
sensitivity to interest rate risk, the Company's current strategy
includes emphasizing the origination or purchase for portfolio of
adjustable-rate loans, debt securities and mortgage-backed
securities and maintaining a securities available for sale
portfolio. Increases in the level of interest rates may also
adversely affect the value of the Company's debt securities and
other earning assets and the ability to realize gains on the sale
of such assets. Generally, the value of fixed rate instruments
fluctuates inversely with changes in interest rates. As a result,
increases in interest rates could result in decreases in the
carrying value of interest-earning assets which could adversely
affect the Company's result of operations if sold or, in the case
of interest-earning assets classified as available for sale, the
Company's equity if retained. Increases in interest rates also can
affect the type (fixed-rate or adjustable-rate) and amount of loans
originated by the Company and the average life of loans and
securities, which can adversely impact the yields earned on the
Company's loan and securities portfolio.
WEAKNESS IN LOCAL ECONOMY.
The Bank's primary market area is concentrated in the
neighborhoods surrounding its nine full service offices and one
supermarket branch, eight of which, including the Bank's main
office, are located in the New York City Borough of Queens and two
of which are located in Suffolk County, New York. Management
believes that all of its branch offices are located in communities
that can generally be characterized as stable, residential
neighborhoods of predominantly one- to four-family residences and
middle income families. In recent years, the New York metropolitan
area experienced reduced employment as a result of the general
decline in the local economy and other factors. Additionally, the
area experienced a general decline in real estate values,
particularly in commercial properties and land, as well as in the
cooperative and condominium markets as represented by appraisals
available at that time that reflected sharp decreases in property
values. These factors contributed to a significant decline in the
Bank's asset quality in 1991 and 1992. During the past three and
one-half years, the Bank's expanded loan work-out/resolution
efforts have successfully contributed toward reducing non-
4
<PAGE>
performing assets to manageable levels. Although there are a
number of encouraging signs in the local economy and the Bank's
real estate markets, it is unclear how these factors will affect
the Bank's asset quality in the future.
These negative trends have stabilized somewhat in more recent
periods. Although the Bank continues to emphasize one- to four-
family residential loans, the economic conditions affecting the
Bank's market areas and rises in interest rates during the second
half of 1994 resulted in reduced loan demand. During these periods
of reduced loan demand, the Bank increased its emphasis on
investing principally in mortgage-backed securities to maintain
management's strategy of asset growth. More recently, however,
decreases in interest rates coupled with the Bank's new wholesale
loan programs with area brokers and mortgage bankers have resulted
in increased loan demand. If current economic conditions
deteriorate and loan demand weakens, no assurances can be made that
the Bank will be able to sustain or increase its level of
originations of mortgage loans in its local market areas. There
can be no assurances that conditions in the regional economy,
national economy, or real estate market in general will not
deteriorate. A weakness or deterioration in the economic
conditions of the Bank's primary lending area in the future may
result in the Bank experiencing increases in non-performing loans
and non-performing assets. Such increases would likely result in
higher provisions for loan losses, reduced levels of earning assets
which would lower the level of net interest income and possibly
result in higher levels of other real estate owned expense.
MARKET COMPETITION.
The New York City metropolitan area has a high number of
financial institutions, many of which are significantly larger and
have greater financial resources than the Bank, and all of which
are competitors of the Bank to varying degrees. The Bank's
competition for loans and deposits comes principally from savings
and loan associations, savings banks, commercial banks, mortgage
banking companies, insurance companies and credit unions. In
addition, the Bank faces increasing competition for deposits from
non-bank institutions such as brokerage firms and insurance
companies in such areas as short-term money market funds, corporate
and government securities funds, mutual funds and annuities and
insurance. Competition may also increase as a result of the
lifting of restrictions on the interstate operations of financial
institutions.
DIVERSIFIED LENDING RISK.
The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by owner occupied one- to four-family
5
<PAGE>
residences, and, to a lesser extent, multi-family residences,
commercial real estate and construction and land loans. Also, the
Bank's loan portfolio includes cooperative loans, which the Bank
has not originated since 1990 except to facilitate the sale of real
estate owned (REO) or to restructure a problem asset. During 1995,
the Bank transferred $12.0 million of performing cooperative
apartment loans at fair value, net of charge-offs of $749,000, to
loans held for sale to continue its efforts to reduce its
cooperative loan portfolio. Multi-family, commercial real estate,
construction and land development, and consumer and other loans are
generally considered to involve a higher degree of credit risk than
one- to four-family residential mortgage loans. In particular,
multi-family and commercial real estate lending typically involves
higher loan amounts, and the repayment of such loans generally
depends on income produced by the property being sufficient to
cover operating expenses and debt service. Due to circumstances
outside the borrower's control, income from the property as well as
its market value can be adversely affected.
RECAPITALIZATION OF SAIF, SAIF PREMIUMS AND PROPOSED BIF PREMIUMS
The FDIC has adopted a risk-based insurance assessment system.
The FDIC assigns an institution to one of three capital categories
based on the institution's financial information, as of the
reporting period ending seven months before the assessment period,
consisting of (1) well capitalized, (2) adequately capitalized or
(3) undercapitalized, and one of three supervisory subcategories
within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation
provided to the FDIC by the institution's primary federal regulator
and information which the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit
insurance funds. An institution's assessment rate depends on the
capital category and supervisory category to which it is assigned.
Assessment rates currently range from 23 basis points to 31 basis
points. The FDIC is authorized to raise the assessment rates in
certain circumstances. The FDIC has exercised this authority
several times in the past and may raise insurance premiums in the
future. If such action is taken by the FDIC, it could have an
adverse effect on the earnings of the Bank. The Bank's assessment
rate for the year ended 1995 was .23% of deposits.
The FDI Act requires that the SAIF and BIF each be
recapitalized until its reserves are at least 1.25% of the deposits
6
<PAGE>
insured by that fund. The FDIC reported that the BIF attained the
1.25% reserve ratio in May 1995. However, subject to changes in
law, the SAIF is not expected to be recapitalized until 2002. SAIF
reserves have not grown as quickly as the BIF reserves due to a
number of factors, including the fact that a significant portion of
SAIF assessments have been and are currently being used to make
payments on bonds ("FICO bonds") issued in the late 1980s by the
Financing Corporation to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation.
Because of the recapitalization of the BIF, the FDIC lowered
the assessment rates for BIF-insured institutions. The assessment
rates for BIF-insured institutions were first lowered to a range of
$0.04 to $0.31 per $100 of deposits, effective June 1, 1995. More
recently, the FDIC again lowered the annual assessment rates,
effective January 1, 1996, to the legal minimum of $2,000 for all
BIF-insured institutions that were well capitalized and in the
highest supervisory category. The FDIC estimated that 92% of BIF-
insured institutions will pay only the minimum annual assessment.
The remaining BIF-insured institutions will pay at assessment rates
ranging from 0.03% to 0.27% of deposits.
Given the undercapitalized nature of the SAIF, the FDIC
continued the range of assessment rates of $0.23 to $0.31 per $100
of deposits for SAIF-insured institutions and for BIF-insured
institutions required to pay SAIF assessments with respect to SAIF
deposits. As a result of the BIF assessment reductions,
institutions that are required to pay SAIF assessments, such as the
Bank, are likely to be subject to a significant competitive
disadvantage relative to BIF-insured institutions, pending any
legislative action to remedy the disparity. The FDIC has
recognized that the disparity may have adverse consequences for
such institutions, including reduced earnings and an impaired
ability to raise funds in capital markets and to attract deposits.
Further, it is not currently known whether institutions that are
required to pay SAIF assessments will, in the absence of any
legislative remedy for SAIF recapitalization, be required to pay
higher deposit insurance assessments in the future.
The proposed Balanced Budget Act of 1995, which was vetoed by
the President, included provisions that focused on a resolution of
the financial problems of the SAIF. Under the provisions of the
Budget Act, all SAIF member institutions would have paid a special
assessment to recapitalize the SAIF, and the assessment base for
the payments on the FICO bonds would have been expanded to include
the deposits of both BIF- and SAIF-insured institutions. The
amount of the special assessment required to recapitalize the SAIF
was then estimated to be approximately 80 basis points of the SAIF-
assessable deposits. This estimate of the special assessment was
less than the assessment of 85 to 90 basis points that had been
7
<PAGE>
previously estimated. The special assessment would have been
assessed as of the first business day of January 1996 and would
have been payable on that day or such other date prescribed by the
FDIC not later than 60 days after enactment, based on the amount of
SAIF deposits on March 31, 1995. If an 80 basis point assessment
were assessed against the Bank's deposits as of March 31, 1995, the
Bank's aggregate SAIF assessment liability would be approximately
$8.3 million (before giving effect to any tax benefits).
The President's veto of the Budget Act was not based on the
above described provisions of the Budget Act, and Congressional
leaders have in the past indicated that these provisions will be
the basis for any future legislation to recapitalize the SAIF.
Statements from Congressional leaders during March 1996 indicated
that any legislation to resolve the BIF-SAIF disparity outside of
the context of a budget reconciliation bill did not appear to be
likely, and efforts have been made to include such BIF-SAIF
legislation with other budgetary legislation. The assessments paid
by BIF-insured institutions with respect to deposits acquired from
SAIF-insured institutions are not, under the current interpretation
of the relevant provisions of the FDIA, being used to pay interest
on the FICO bonds, and there have been proposals to provide interim
financial relief to the SAIF by amending the FDIA to require that
such assessments paid by BIF-insured banks be subject to the
payment of interest on the FICO bonds. As of the current date, the
outlook for legislation for the recapitalization of the SAIF and
the terms of such legislation are unclear.
There have been reports that, as a result of the disparity in
BIF and SAIF assessment rates, deposits held by subsidiaries of one
holding company are being withdrawn from its SAIF-insured
subsidiaries in significant amounts and being transferred to its
BIF-insured subsidiaries, apparently in response to favorable rate
differentials. The reports also suggest that the flow of funds
from SAIF- to BIF-insured institutions will in the absence of any
legislative recapitalization of the SAIF, increase within those
holding companies that control both SAIF- and BIF-insured
institutions. In addition, during 1995, the holding companies of
several large SAIF-insured institutions announced plans to charter
separate national or state commercial bank subsidiaries insured by
the BIF, which are to be used to attract and reduce the holding
company's SAIF insured deposits and reduce its overall liability
for insurance assessments. These applications are still pending.
If these applications are approved and if the shift of funds from
SAIF-insured institutions to BIF-insured institutions continues,
either within individual holding companies or otherwise in response
to interest rate differentials based on the disparity in BIF and
SAIF assessments rates, the result may be a significant reduction
in the amount of deposits of SAIF-insured institutions. Another
possible consequence of any significant reduction in the deposits
8
<PAGE>
of SAIF-insured institutions would be a default in the payment of
interest on the FICO bonds, which is paid from assessments on SAIF-
insured institutions. Any significant movement of deposits from
SAIF-insured to BIF-insured institutions will also increase the
deposits insured by BIF and reduce the BIF reserve ratio. If the
BIF-reserve ratio declines below the required 1.25% the FDIC will
be required to increase the BIF-assessment rates.
The Budget Act also provided for the merger of the BIF and
SAIF on January 1, 1998, with such merger being conditioned upon
the prior elimination of the thrift charter. Congressional leaders
had also agreed that Congress should consider and act upon separate
legislation to eliminate the thrift charter as early as possible in
1996. If adopted, such legislation would require that the Bank, as
a federal savings bank, convert to a bank charter. Such a
requirement to convert to a bank charter could cause the Bank to
lose the favorable tax treatment for its bad debt reserves that it
currently enjoys under Section 593 of the Internal Revenue Code
("Code") and to have all or part of its existing bad debt reserves
recaptured into income.
If enacted by Congress, such legislation would have the effect
of reducing the capital of SAIF member institutions by the after
tax cost of the special SAIF assessment, plus any related
additional tax liabilities. The legislation would also have the
effect of reducing any differential that may otherwise be required
in the assessment rates for the BIF and SAIF.
Management cannot predict whether the above legislation or any
other legislative proposal will be enacted as described above, or
if enacted, the amount of any special SAIF assessment, whether
ongoing SAIF assessments will be reduced to a level equal to that
of BIF assessments or whether, if thrifts are required to convert
to a bank charter, there will be any relief from the additional tax
liabilities that would be incurred upon the recapture of their bad
debt reserves. It also cannot be predicted whether some other
legislative action will be taken to address the BIF-SAIF disparity
and what consequences such action could have for SAIF members. A
significant increase in SAIF insurance assessments, either
absolutely or relative to BIF assessments, a significant one-time
fee to recapitalize the SAIF or a significant tax liability
associated with the recapture of the bad debt reserve could have an
adverse effect on the operating expenses and results of operations
of the Bank.
Under the FDI Act, insurance of deposits may be terminated by
the FDIC upon a finding that the institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to
continue operations or has violated any applicable law, regulation,
rule, order or condition imposed by the FDIC or the OTS. The
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management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.
The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its chartering agency, and the FDIC, as
the deposit insurer. The Bank is a member of the FHLB System and
its deposit accounts are insured up to applicable limits by the
SAIF managed by the FDIC. The Bank must file reports with the OTS
and the FDIC concerning its activities and financial condition in
addition to obtaining regulatory approvals prior to entering into
certain transactions such as mergers with, or acquisitions of,
other financial institutions. There are periodic examinations by
the OTS and the FDIC to test the Bank's compliance with various
regulatory requirements. This regulation and supervision
establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the protection
of the insurance fund and depositors. The regulatory structure
also gives the regulatory authorities extensive discretion in
connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the
classification of assets and the establishment of adequate loan
loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC or the Congress, could have
a material adverse impact on the Company, the Bank and their
operations.
Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking
agencies: the OTS, the FDIC, the Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System.
The outcome of efforts to effect regulatory consolidation is
uncertain. Therefore, the Bank is unable to determine the extent
to which legislation, if enacted, would affect its business.
Certain of the regulatory requirements applicable to the Bank
and to the Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable to
savings associations set forth herein do not purport to be complete
descriptions of such statutes and regulations and their effects on
the Bank.
CERTAIN ANTI-TAKEOVER PROVISIONS.
Stockholder Rights Agreement. On January 25, 1996, the Board
of Directors of Haven Bancorp, Inc. declared a dividend of one
preferred share purchase right ("Right") for each outstanding share
of common stock, par value $.01 per share, pursuant to a Rights
Agreement between the Company and Chemical Bank, as Rights agent
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("Rights Agreement"). The dividend was payable to stockholders of
record on February 5, 1996. The Rights Agreement provides that
attached to each share of Common Stock is a Right, which
constitutes a right to purchase one one-hundredth interest in a
share of Haven Bancorp, Inc. Series A Junior Participating
Preferred Stock, par value $.01 per share ("Preferred Shares"), at
a price of $90.00 per one one-hundredth interest in a Preferred
Share ("Purchase Price"), subject to adjustment. The Rights will
expire on February 5, 2006, unless extended or unless the Rights
are earlier redeemed by the Company, in each case as described
below.
Until the date on which certain events take place (the "Dis-
tribution Date"), the Rights will be evidenced by, with respect to
any Common Share certificate outstanding on the Record Date, such
Common Stock certificate with a copy of the Summary of Rights. The
term "Distribution Date" means the earlier of (a) the 20th business
day following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership
of 10% or more of the outstanding Common Stock (collectively, an
"Acquiring Person") or (b) the 20th business day (or such later
date as may be determined by the Board of Directors of the
Corporation) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by
a person or group of affiliated or associated persons of 10% or
more of such outstanding Common Stock.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive
upon exercise that number of Common Stock having a market value of
two times the purchase price of the Right. In the event that the
Corporation is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning
power is sold, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the
exercise thereof at the then current purchase price of the Right,
that number of shares of common stock of the acquiring company that
at the time of such transaction will have a market value equal to
two times the purchase price of the Right.
At any time after a person or group of affiliated or
associated persons becomes an Acquiring Person and prior to the
acquisition by such person or group of persons of 50% or more of
the outstanding Common Stock, the Board of Directors of the
Corporation may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in part,
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<PAGE>
at an exchange ratio (subject to adjustment) of one Common Share
per Right. At its option, the Board may substitute interests in
Preferred Shares (or shares of a class or series of the
Corporation's preferred stock having equivalent rights, preferences
and privileges) for Common Stock exchangeable for Rights at an
initial rate (subject to adjustment) of one one-hundredth interest
in a Preferred Share (or equivalent preferred share) for each
Common Share.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 10% or more of the Common Stock without
receiving the prior approval of the Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights
being acquired. Accordingly, the Rights may result in the Company
being less attractive to a potential acquiror and, in the event
that the existence of the Rights did deter certain potential
acquirors, such Rights could result in holders of Common Stock
receiving less in the event of a takeover. The Rights should not
interfere with any merger or other business combination approved by
the Board of Directors of the Company.
Provisions in the Company's and the Bank's Governing
Instruments. Certain provisions of the Company's Certificate of
Incorporation and Bylaws, particularly a provision limiting voting
rights, and the Bank's Organization Certificate and Bylaws, as well
as certain federal and state regulations, assist the Company in
maintaining its status as an independent publicly owned
corporation. These provisions provide for, among other things,
supermajority voting, staggered boards of directors, noncumulative
voting for directors, limits on the calling of special meetings of
stockholders, limits on the ability to vote Common Stock
beneficially owned in excess of 10% of outstanding shares, and
certain uniform price provisions for certain business combinations.
The voting limitation is applicable to persons, together with
affiliates of and persons acting in concert with such persons, who
hold revocable proxies if the shares of Common Stock represented by
the revocable proxies are deemed beneficially owned by such persons
and exceed the limit. These provisions in the Bank's and the
Company's governing instruments may discourage potential proxy
contests and other potential takeover attempts, particularly those
which have not been negotiated with the Board of Directors, and
thus, generally may serve to perpetuate current management.
In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined
generally as a person with 15% or more of a corporation's
outstanding voting stock) from engaging in a "business combination"
(as defined in the DGCL) with a Delaware corporation for three
years following the date such person became an interested
stockholder.
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<PAGE>
The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of
directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder
becoming an interested stockholder, (ii) upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares
owned by directors who are also officers and by certain employee
stock plans or (iii) on or subsequent to the date the stockholder
becomes an interested stockholder, the business combination is
approved by the board of directors of the corporation and
authorized at a meeting of stockholders, and not by written
consent, by the affirmative vote of the holders of at least two-
thirds of the outstanding voting stock entitled to vote thereon,
excluding shares owned by the interested stockholder.
The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed
subsequent to the public announcement of, and prior to the
consummation or abandonment of, certain mergers, sales of a
majority of the corporation's assets or tender offers for 50% or
more of the corporation's voting stock. The DGCL allows
corporations to elect not to be subject to the provisions of the
DGCL. The Company has not so elected.
In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the
federal banking laws may be imposed upon acquirors of the Company's
Common Stock, including restrictions that would require regulatory
approval prior to any such acquisition.
Provisions of Remuneration Plans and Agreements. Employment
agreements with certain management officials, the Bank's severance
policy and certain provisions of the Company's stock option plans
and recognition and retention plans provide for benefits and cash
payments in the event of a change in control of the Company or the
Bank. The Company's Employee Stock Ownership Plan, stock option
plans and recognition and retention plans also provide for
accelerated vesting in the event of a change in control. These
provisions may have the effect of increasing the cost of acquiring
the Company, thereby discouraging future attempts to take over the
Company or the Bank.
Stock Ownership by Directors and Executive Officers.
Directors and executive officers of the Bank and the Company
currently hold or control the voting of approximately 15% of the
shares of Common Stock outstanding either through direct ownership
or through participation in employee benefit plans maintained be
the Company or the Bank that hold Company stock. Management's
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potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80%
supermajority vote. As a result, these provisions may preclude
takeover attempts that certain stockholders may deem to be in their
best interest and may tend to perpetuate existing management.
USE OF PROCEEDS
The shares will be offered by certain employees or former
employees of Haven Bancorp, Inc. and Columbia Federal Savings Bank
who are present or former participants in the Plan, or their
beneficiaries, for their personal accounts, and the proceeds from
such sale will be used by them for their personal benefit. Haven
Bancorp, Inc. will not receive any portion of the payment for the
shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions)
prevailing at the time of the sale in the case of transactions on
the Nasdaq National Market System and negotiated prices related to
market prices in private negotiated transactions not on any
securities exchange.
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<PAGE>
SELLING SECURITY HOLDERS
The persons selling shares of Haven Common Stock offered hereby
will be participants or former participants in the Haven Bancorp,
Inc. 1996 Stock Incentive Plan. Participants in the Plan include
the following persons, who are affiliates of the Company, as that
term has been defined by the Commission:
<TABLE>
<CAPTION>
Number of Number of Percentage
Number of Shares Shares to of Class to
Position at Company or Shares Covered by by Held Be Owned
Selling Affiliates within the Beneficially This After After
Shareholder Past Three Years Owned(1)(2) Prospectus(2) Offering(3) Offering(4)
<S> <C> <C> <C> <C> <C>
Phillip S. Messina President and Chief 117,367 34,499 151,866 3.52%
Executive Officer
Joesph W. Rennhack Senior Vice President and 68,153 13,500 81,653 1.89
Secretary
Thomas J. Seery Senior Vice President " 39,327 13,500 52,827 1.22
Operations
Gerard H. McGuirk Senior Vice President and 29,608 13,500 43,108 *
Chief Lending Officer
Catherine Califano Senior Vice President 30,517 13,500 44,017 1.02
and Chief Financial Officer
George S. Worgul Director; Chairman of 139,533 6,247 145,780 3.37
the Board; former CEO
Robert L. Koop Director 34,797 6,247 41,044 *
Robert J. Webster Director 39,797 6,247 46,044 1.07
William J. Claffey Director 28,297 6,247 34,544 *
Robert M. Sprotte Director 36,797 6,247 43,044 *
Joseph A. Ruggiere Director 65,597 6,247 71,844 1.66
Michael J. Fitzpatrick Director 29,797 6,247 36,044 *
Robert M. Cashill Director 30,796 6,247 37,043 *
</TABLE>
(1) Beneficial ownership in this table includes (a) the
number of shares of Company Common Stock which such person has the
right to acquire by the exercise of stock options, whether or not
the stock options are vested as of June 27, 1996, (b) the number of
shares held in such person's name in trust or otherwise under all
of the Company's employee benefit plans and (c) the number of
shares as to which such person shares voting and investment power.
The figures reported in this column are as reported by shareholder
on a Form 4 or Form 3 filed with the Commission.
(2) Represents options granted as of June 1, 1996, which is
the most recent date as of which such information is available.
(3) Assumes that all shares presently owned and hereafter
acquired under the Plan are sold.
(4) Percentage with respect to each person has been
calculated on the basis of 4,320,060 shares of Company Common Stock
outstanding as of June 27, 1996. (*) denotes less than 1% of
outstanding Common Stock.
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<PAGE>
PLAN OF DISTRIBUTION
The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time
to time in private transactions. The Company does not expect to
bear the expense of such sales.
LEGAL OPINIONS
The legal status of the shares of Haven Common Stock offered
hereby will be passed upon for Haven Bancorp, Inc. by Thacher
Proffitt & Wood, New York, New York.
EXPERTS
The consolidated financial statements of Haven Bancorp, Inc.
and its subsidiaries as of December 31, 1995 and 1994 and for each
of the years in the three-year period ended December 31, 1995 have
been incorporated by reference in this Prospectus, in reliance upon
the report of KPMG Peat Marwick LLP ("KPMG"), independent public
accountants, also incorporated by reference herein, and the
authority of such firm as experts in accounting and auditing. The
report of KPMG includes an explanatory paragraph that refers to the
adoption of a new accounting principle as discussed in the notes to
those financial statements.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended,
of the Delaware General Corporation Law ("GCL") and by the
Certificate of Incorporation of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is
threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or agent
of another corporation, will be indemnified and held harmless by
the Registrant to the fullest extent authorized by the GCL. Such
indemnification shall apply whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent. Such indemnification shall
be against all expenses, liability and loss (including attorneys'
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<PAGE>
fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonable incurred or suffered in connection
with the proceeding. This right to indemnification includes, to
the extent permitted by the GCL, the right to be paid by the
Registrant the expenses incurred in defending any such proceeding
in advance of its final determination.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been
received by the Registrant, the indemnitee may at any time
thereafter bring suit against the Registrant to recover the unpaid
amount of the claim. If successful in whole or in part in any such
suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be
paid also the expenses of prosecuting (or defending) such suit. In
any such suit, it shall be a defense to the Registrant that the
indemnitee has not met any applicable standard for indemnification
set forth in the GCL. The burden of proof in any such suit shall
be on the Registrant to prove that the indemnitee is not entitled
to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right
which any person may have or hereafter acquire under any statute,
the Registrant's Bylaws, agreement, vote of stockholders,
disinterested directors, or otherwise. The Registrant maintains
directors' and officers' liability insurance coverage for all
directors and officers of Haven Bancorp, Inc. and its subsidiaries
through Aetna Casualty & Surety for one year policy terms ending
April 14, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Haven Bancorp, Inc. pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.
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No person has been authorized to
give any information or to make
any representation not contained HAVEN BANCORP, INC.
in this Prospectus in connection
with the offer made by this 210,000 SHARES
Prospectus, and, if given or made,
such information or representation COMMON STOCK
must not be relied upon as having
been authorized by Haven Bancorp, ($0.01 PAR VALUE)
Inc. Neither the delivery of this
Prospectus nor any sale made Offered or to be Offered
hereunder shall under any by Certain Selling
circumstances create an implication Shareholders of Haven
that there has been no change in Bancorp, Inc. Following
the affairs of Haven Bancorp, Inc. Their Acquisition under
since the date hereof or that the the Haven Bancorp, Inc.
information contained in this 1996 Stock Incentive Plan
Prospectus is correct as of any
date subsequent to the date of this
Prospectus. This Prospectus does
not constitute an offer or a
solicitation of an offer to buy
any of the securities offered
hereby in any jurisdiction to
any person to whom it is unlawful
to make such offer in such
jurisdiction.
TABLE OF CONTENTS
AVAILABLE INFORMATION ......... 2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE .................. 2
RISK FACTORS .................. 3
USE OF PROCEEDS ............... 14 PROSPECTUS
DETERMINATION OF
OFFERING PRICE ................ 14
SELLING SECURITY HOLDERS ...... 15
PLAN OF DISTRIBUTION .......... 16
LEGAL OPINIONS ................ 16
EXPERTS ....................... 16
INDEMNIFICATION OF
DIRECTORS AND OFFICERS ........ 16 DATED: June 28, 1996
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