<PAGE>
As filed with the Securities and Exchange Commission
on January 27, 1998.
Registration No. 33-87758
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
GREENPOINT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1379001
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices)
GreenPoint Financial Corp. Amended and Restated 1994
Stock Incentive Plan
(Full Title of the Plan)
__________________
Howard C. Bluver, Esq.
Senior Vice President, General Counsel and Secretary
GreenPoint Financial Corp.
90 Park Avenue
New York, New York 10016
(212) 834-1000
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copy to:
Bruce D. Senzel, Esq.
One Battery Park Plaza
Seward & Kissel
New York, New York 10004
(212) 574-1200
<PAGE>
CALCULATION OF REGISTRATION FEE
______________________________________________________________
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(2) Offering Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 2,000,000 $68.875 $137,750,000 $40,637
shares(1)
1. Plus such indeterminate number of shares as may be issued to
prevent dilution resulting from stock splits, stock
dividends or similar transactions in accordance with
Rules 416(a) and (b) under the Securities Act of 1933, as
amended (the "Securities Act").
2. Pursuant to Rule 457(h) under the Securities Act, the
proposed maximum aggregate offering price and the amount of
registration fee are based solely on the two million shares
registered in this Registration Statement, and the
proposed maximum offering price per share is estimated on
the basis of the average of the high and low sales prices of
the Registrant's shares as reported for New York Stock
Exchange composite transactions on January 20, 1998.
______________________________________________________________
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Amendment to this Registration Statement relates to
the amendment to the GreenPoint Financial Corp. Amended and
Restated 1994 Stock Incentive Plan (previously the GP Financial
Corp. Amended and Restated 1994 Stock Incentive Plan) to increase
by 2,000,000 the number of shares of common stock authorized to
be issued thereunder. The contents of the Registrant's
Registration Statement on Form S-8, Registration No. 33-87758,
filed with the Securities and Exchange Commission on December 23,
1994, are hereby incorporated herein by reference thereto.
_________________________________________________________________
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual
Information.
_________________________________________________________________
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by GreenPoint Financial
Corp. (the "Corporation" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are hereby
incorporated by reference herein:
(a) (i) The Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 dated March 11, 1997;
and (ii) the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q
for (i) the quarterly period ended March 31, 1997 dated May 9,
1997; (ii) the quarterly period ended June 30, 1997 dated
August 8, 1997; and (iii) the quarterly period ended
September 30, 1997 dated November 12, 1997;
(c) The Corporation's Proxy Statement dated March 21,
1997 relating to the Annual Meeting of Stockholders held on
May 2, 1997; and
____________________
* This information is not required to be included in, and is
not incorporated by reference in, this Registration
Statement.
2
<PAGE>
(d) The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
on Form 8-A dated September 27, 1993 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed by the
Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document
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 other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Howard C. Bluver, who is giving an opinion regarding the
validity of the securities being registered hereby, is Senior
Vice President, General Counsel and Secretary of the Corporation.
As of the date of this Registration Statement, the fair market
value of securities of the Registrant, including options,
beneficially owned by Mr. Bluver exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial
interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Corporation (the
"Certificate") includes provisions for the indemnification of
directors and officers. Sections A, B, D and E of Article TENTH
of the Certificate provide as follows:
A. Each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is
3
<PAGE>
or was a Director or an Officer of the Corporation or is
or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"),
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, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however,
that, except as provided in Section C hereof with
respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.
B. The right to indemnification conferred in Section A of
this Article TENTH shall include the right to be paid by
the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit
plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there
is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to
be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of
4
<PAGE>
this Article TENTH shall be contract rights and such
rights shall continue as to an indemnitee who has ceased
to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs,
executors and administrators.
D. The rights to indemnification and to the advancement of
expense conferred in this Article TENTH shall not be
exclusive of any other right which any person may have
or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer, employee or
agent of the Corporation or Subsidiary or Affiliate or
another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the
power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation
Law.
Sections 145(a) to (g) of the Delaware General
Corporation Law provide as follows:
(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a
party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by
or in the right of the corporation) by reason of the
fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in
good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
5
<PAGE>
faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe
that the person's conduct was unlawful.
(b) A corporation shall have the power indemnify any person
who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably
believed to be in or not opposed to the best interest of
the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action
or suit was brought shall determine upon application
that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a present or former director or
officer of a corporation has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made
by the corporation only as authorized in the specific
case upon a determination that indemnification of the
present or former director, officer, employee or agent
is proper in the circumstances because the person has
met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such
6
<PAGE>
determination shall be made with respect to a person who
is a director or officer at the time of such
determination, (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so
direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that such person is not
entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including
attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the
corporation deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such
person's official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such
person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify
such person against such liability under this section.
The Registrant maintains an insurance policy insuring
the directors and officers of the Corporation against certain
acts and omissions while acting in their official capacities.
7
<PAGE>
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description
4 GreenPoint Financial Corp. Amended and
Restated 1994 Stock Incentive Plan.
5 Opinion of Howard C. Bluver, Esq. Senior Vice
President, General Counsel and Secretary of
the Registrant
23.1 Consent of Howard C. Bluver, Esq. Senior Vice
President, General Counsel and Secretary of
the Registrant (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Price Waterhouse LLP
24 Powers of Attorney (Incorporated by reference
to Exhibit 24 to the Registrant's Registration
Statement on Form S-8 filed on December 23,
1994, File No. 33-87758)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in this Registration Statement or any material
8
<PAGE>
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(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) 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 Section 15(d) of the Exchange Act (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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) 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 of 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
9
<PAGE>
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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
New York, New York, on the 27th day of January, 1998.
GREENPOINT FINANCIAL CORP.
By:/s/Thomas S. Johnson
Thomas S. Johnson
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to this Registration Statement has
been signed by the following persons in the capacities and on the
date indicated:
Name Title Date
/s/ Thomas S. Johnson Chairman of the January 27, 1998
Thomas S. Johnson Board and Chief
Executive Officer
/s/ Bharat B. Bhatt Member of the January 27, 1998
Bharat B. Bhatt Board, President
and Chief Operating
Officer
/s/ Charles P. Richardson* Executive Vice January 27, 1998
Charles P. Richardson President and Chief
Financial Officer
(Principal Financial
Officer)
/s/ Mary Beth Farrell* Senior Vice January 27, 1998
Mary Beth Farrell President and
Comptroller
/s/ Wilfred O. Uhl* Director January 27, 1998
Wilfred O. Uhl
11
<PAGE>
/s/ Robert M. McLane* Director January 27, 1998
Robert M. McLane
/s/ Dan F. Huebner* Director January 27, 1998
Dan F. Huebner
/s/ Robert P. Quinn* Director January 27, 1998
Robert P. Quinn
/s/ Robert F. Vizza* Director January 27, 1998
Robert F. Vizza
/s/ William M. Jackson* Director January 27, 1998
William M. Jackson
/s/ Jules Zimmerman* Director January 27, 1998
Jules Zimmerman
/s/ Charles B. McQuade* Director January 27, 1998
Charles B. McQuade
/s/ Alvin N. Puryear* Director January 27, 1998
Alvin N. Puryear
/s/ Edward C. Bessey* Director January 27, 1998
Edward C. Bessey
/s/ Susan J. Kropf* Director January 27, 1998
Susan J. Kropf
/s/ Edward C. Schmults* Director January 27, 1998
Edward C. Schmults
*By: Thomas S. Johnson
Thomas S. Johnson
Attorney-in-fact
12
<PAGE>
Index to Exhibits
Exhibit Page
4 GreenPoint Financial Corp. Amended
and Restated 1994 Stock Incentive
Plan*
5 Opinion of Howard C. Bluver, Esq.
Senior Vice President, General
Counsel and Secretary of the
Registrant*
23.1 Consent of Howard C. Bluver, Esq.
Senior Vice President, General
Counsel and Secretary of the
Registrant (included in Exhibit 5)*
23.2 Consent of KPMG Peat Marwick LLP*
23.3 Consent of Price Waterhouse LLP
24 Powers of Attorney (Incorporated by
reference to Exhibit 24 to the
Registrant's Registration Statement
on Form S-8 filed on December 23,
1994, File No. 33-87758)
____________________
* Filed herewith
13
00995003.AF7
<PAGE>
GREENPOINT FINANCIAL CORP.
AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
1. Purpose.
The purpose of the GREENPOINT FINANCIAL CORP. 1994
Stock Incentive Plan (the "Plan") is to advance the interests
of GreenPoint Financial Corp. (the "Holding Company"), its
shareholders and its present and future Affiliates (as that
term is defined below), by providing those key employees of
the Holding Company and its Affiliates, including GreenPoint
Bank (the "Savings Bank"), upon whose judgment, initiative and
efforts the successful conduct of the business of the Holding
Company and its Affiliates largely depends, with additional
incentive to perform in a superior manner. A purpose of the
plan is also to attract people of experience and ability to
the service of the Holding Company and its Affiliates.
2. Definitions.
(a) "Affiliate" means (i) a member of a controlled
group of corporations of which the Holding Company is a member
or (ii) an unincorporated trade or business which is under
common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations issued
thereunder. For purposes hereof, a "controlled group of
corporations" shall mean a controlled group of corporations as
defined in Section 1563(a) of the Code determined without
regard to Sections 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Non-statutory Stock
Options, Incentive Stock Options, Limited Rights and/or
Restricted Stock under the provisions of this Plan.
(c) "Board of Directors" or "Board" means the board
of directors of the Holding Company.
(d) "Change in Control" means
A. the acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (a "Person") of
beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (i) the then outstanding
shares of common stock of the Company (the
1
"Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly
from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or
maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition
by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of
paragraph C; or
B. individuals who, as of August 1,
constitute the Board (the "Incumbent Board") cease
for any reason not to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to
August 1 whose election, or nomination for election
by the Company's shareholders, was approved by a
vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered
as though such individual were a member of the
Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of
office occurs as a result of an actual or
threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
C. consummation of a reorganization, merger
or consolidation or sale or other disposition of
all or substantially all of the assets of the
Company (a "Business Combination"), in each case,
unless, following such Business Combination,
(i) all or substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination
beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares
of common stock and the combined voting power of
the then outstanding voting securities entitled to
vote generally in the election of directors, as the
case may be, of the corporation resulting from such
2
Business Combination (including, without
limitation, a corporation which as a result of such
transaction owns the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their
ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the
case may be, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or
such corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or the combined voting power of the
then outstanding voting securities of such
corporation except to the extent that such
ownership existed prior to the Business Combination
and (iii) at least a majority of the members of the
board of directors of the corporation resulting
from such Business Combination were members of the
Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board,
providing for such Business Combination; or
D. approval by the shareholders of the
Company of a complete liquidation or dissolution of
the Company.
(e) "Code" means the Internal Revenue Code of 1986,
as amended
(f) "Commission" means the Securities and Exchange
Commission.
(g) "Committee" means the Compensation Committee,
which is a committee consisting of at least three members of
the Board of Directors, all of whom are "non-employee
directors" as such term is defined under Rule 16b-3 under the
Exchange Act, as promulgated by the Commission and are
"outside directors" as such term is defined under
Section 162(m) of the Code.
(h) "Common Stock" means the Common Stock of the
Holding Company, par value $.01 per share.
(i) "Date of Grant" means the date an Award granted
by the Committee is effective pursuant to the terms hereof.
3
(j) "Disability" means disability as defined in the
Savings Bank's retirement plan, or if not so defined, shall
mean the permanent and total inability of an employee by
reason of mental or physical infirmity, or both, to perform
the work customarily assigned to him. In order to qualify as
a Disability, a medical doctor selected or approved by the
Board of Directors, and knowledgeable in the field of such
infirmity, must advise the Committee either that it is not
possible to determine when such Disability will terminate or
that it appears probable that such Disability will be
permanent during the remainder of said participant's lifetime.
(k) "Fair Market Value" means as of any given date,
the closing price of the Common Stock on the National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") or on any national exchange on which the
Common Stock is listed. If there is no regular public trading
market for such Common Stock, the Fair Market Value of the
Common Stock shall be determined by the Committee. For
purposes of the grant of Options at the time of the conversion
of the Savings Bank, Fair Market Value shall mean the initial
public offering price of the Common Stock.
(l) "Incentive Stock Option" means an Option granted
by the Committee to a Participant, which Option is designated
by the Committee as an Incentive Stock Option pursuant to
Section 8.
(m) "Limited Right" means the right to receive an
amount of cash based upon the terms set forth in Section 9.
(n) "Non-statutory Stock Option" means an Option
granted by the Committee to a Participant, which is not
designated by the Committee as an Incentive Stock Option.
(o) "Option" means an Award granted under Section 7
or Section 8.
(p) "Participant" means an employee of the Holding
Company or its Affiliates chosen by the Committee to receive
Incentive Stock Options, Non-statutory Stock Options and/or
Limited Rights under the Plan, subject to the terms of
Section 6.
(q) "Plan Year(s)" means a calendar year or years
commencing on or after January 1, 1994.
(r) "Restricted Stock" means an Award granted under
Section 11.
4
(s) "Retirement" means retirement from the employ of
the Holding Company or its Affiliates at the normal or early
retirement date as set forth in any tax-qualified
retirement/pension plan of the Savings Bank.
(t) "Termination for Cause" means the termination
upon an intentional failure to perform stated duties, willful
misconduct, breach of a fiduciary duty involving personal
profit, or acts or omissions of personal dishonesty, any of
which results in material loss to the Holding Company or one
of its Affiliates or, any willful violation of any law, rule
or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order which results in
material loss to the Holding Company or one of its Affiliates.
3. Administration.
Subject to the express provisions of the Plan, the
Committee shall have the plenary authority in its discretion
to determine when and to whom Awards shall be granted and the
number of shares to be covered by each Award; to interpret the
Plan and to prescribe, amend and rescind rules and regulations
relating to it; to determine the terms and provisions of the
respective Award agreements; and to make all other
determinations deemed necessary or advisable for administering
the Plan. The Committee's determination on the foregoing
matters shall be conclusive on all Participants in the Plan
and on their legal representatives and beneficiaries.
The Board of Directors of the Holding Company may
from time to time appoint members of the Committee in
substitution for, or in addition to, members previously
appointed and may fill vacancies, however caused, in the
Committee. The Committee shall select one of its members as
its chairman and shall hold its meetings at such times and
places as it shall deem advisable. A majority of its members
shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members eligible
to vote. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as
effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings and shall make
such rules and regulations for the conduct of its business as
it shall deem advisable. The Committee may also designate the
Secretary or any Assistant Secretary of the Holding Company or
other employees of the Holding Company or any of its
Affiliates to assist the Committee in the administration of
the Plan and may grant authority to such persons to execute
Option agreements or other documents on behalf of the
Committee.
5
No member of the Board or the Committee shall be
liable for any determination made in good faith with respect
to the Plan. If a member of the Board or the Committee is a
party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
anything done or not done by him in such capacity under or
with respect to the Plan, the Holding Company shall indemnify
such member against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the
Holding Company and its Affiliates and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful provided, however, that no
indemnification may be made if a judgment or adjudication
establishes that his acts were the result of active and
deliberate dishonesty and were material to the cause of action
so adjudicated or that he personally gained in fact a
financial profit or other advantage to which he was not
legally entitled.
4. Types of Awards.
Awards under the Plan may be granted in any one or a
combination of:
A. Non-statutory Stock Options;
B. Incentive Stock Options;
C. Limited Rights; and
D. Restricted Stock
as defined below in Sections 7 through 11.
5. Stock Subject to the Plan.
Subject in each case to adjustment as provided in
Section 15, the maximum number of shares of Common Stock
available for grant under the Plan is 5,500,000 shares of
Common Stock, provided that no more than 2,500,000 shares may
be granted as Incentive Stock Options. These shares of Common
Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Holding Company
(including treasury shares). To the extent that Options or
Limited Rights are granted under the Plan, the shares
underlying such Options will be unavailable for future grants
under the Plan except that, to the extent that Options (and
any Limited Rights related thereto) granted under the Plan
terminate, expire or are cancelled without having been
exercised in full (or in the case of Limited Rights, exercised
6
for cash), the corresponding number of unpurchased shares
which were reserved for issuance upon exercise thereof shall
again be available for the purposes of the Plan, and new
Awards may be made with respect to these shares. If any
shares of Restricted Stock are forfeited for which the
participant did not receive any benefits of ownership (as such
phrase is construed by the Commission), such Awards shall
again be available for distribution under the Plan.
6. Eligibility.
Only persons who, on the Date of Grant, are regular
salaried officers or other key employees of the Holding
Company or its Affiliates shall be eligible to be Participants
hereunder, provided that in no event shall any Options be
granted that will violate the Articles of Incorporation or
Bylaws of the Holding Company or any applicable federal or
state law, regulation or order. Directors who are not such
regularly salaried employees or officers of the Holding
Company or its Affiliates shall not be eligible to be
Participants. A Participant who has been granted an Award
under the Plan may be granted an additional Award or Awards.
In determining the employees to whom Awards shall be
granted and the number of shares to be covered by each Award,
the Committee shall take into account the duties of the
respective employees, their present and potential
contributions to the success of the Holding Company and its
Affiliates, the anticipated number of years of effective
service remaining and such other factors as the Committee
shall deem relevant in connection with accomplishing the
purposes of the Plan.
7. Non-Statutory Stock Options.
The Committee may, from time to time, grant Non-
statutory Stock Options to Participants and, upon such terms
and conditions as the Committee may determine, grant Non-
statutory Stock Options in exchange for and upon surrender of
previously granted Awards under this Plan, provided that,
subject to adjustment as provided in Section 15, no
participants may be granted Options (both Non-Statutory and
Incentive Stock Options) covering more than 400,000 shares in
any one calendar year (the "Maximum Grant"). Non-statutory
Stock Options granted under this Plan are subject to the
following terms and conditions:
(a) Price. The purchase price per share of Common
Stock deliverable upon the exercise of each Non-Statutory
Stock Option shall be determined by the Committee on the Date
of Grant. Such purchase price shall not be less than 100% of
7
the Fair Market Value of the Holding Company's Common Stock on
the Date of Grant. Shares may be purchased only upon full
payment of the purchase price. Non-statutory Stock Options
may be exercised pursuant to a "cashless exercise" of an
Option (i.e. payment of the purchase price may be made, in
whole or in part, through the surrender of shares by the
Participant of Common Stock at the Fair Market Value of such
shares on the date of surrender determined in the manner
described in Section 2(k)), in accordance with applicable
securities laws.
In the discretion of the Committee, payment for any
shares subject to a Stock Option may also be made by
delivering a properly executed exercise notice to the Company,
together with a copy of irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price, and, if requested by the
amount of any federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Company may enter
into agreements for coordinated procedures with one or more
brokerage firms.
(b) Terms of Non-statutory Stock Options. The term
during which each Non-statutory Stock Option may be exercised
shall be determined by the Committee, but in no event shall a
Non-statutory Stock Option be exercisable in whole or in part
more than 10 years from the Date of Grant. The Committee
shall determine the date on which each Non-statutory Stock
Option shall become exercisable and may provide that a Non-
statutory Stock Option shall become exercisable in
installments. The shares comprising each installment may be
purchased in whole or in part at any time after such
installment becomes purchasable, subject to the terms of the
Option agreement made pursuant to Section 13. The Committee
may, in its sole discretion, accelerate the time at which any
Non-statutory Stock Option may be exercised in whole or in
part. Notwithstanding the above, in the event of a Change in
Control, all Non-statutory Stock Options shall become
immediately exercisable.
(c) Termination of Employment. Upon the termination
of a Participant's service for any reason other than
Disability, Retirement, Change in Control, death, or
Termination for Cause, the Participant's Non-statutory Stock
Options shall be exercisable only as to those shares which
were immediately purchasable by the Participant at the date of
termination and only for a period of three months following
termination. In the event of Termination for Cause, all
rights under the Participant's Non-statutory Stock Options
shall expire upon such Termination for Cause. Upon the
termination of a Participant's service due to Retirement,
8
except as otherwise determined in the sole discretion of the
Committee, the Participant's Non-statutory Stock Options
granted after December 31, 1996 shall be exercisable only as
to those shares which were immediately purchasable by the
Participant at the date of termination and only for a period
of one year following termination. In the event of the death
or Disability of any Participant, or upon termination of a
Participant's service following a Change in Control, all Non-
statutory Stock Options held by the Participant, and in the
event of a Participant's Retirement, the Participant's
Non-statutory Stock Options granted prior to January 1, 1997,
in any such case whether or not such Non-statutory Stock
Options are exercisable at such time, shall be exercisable in
full by the Participant, or the legal representatives or
beneficiaries of the Participant, as applicable, for one year
following the date of the Participant's death, cessation of
employment due to Disability, termination of service following
a Change in Control or Retirement, as applicable, or for such
shorter or longer period as determined by the Committee on the
date of grant, provided that in no event shall the period
extend beyond the expiration of the Non-statutory Stock Option
term as originally granted.
For purposes of the Plan and each Option granted
under the Plan, a Participant's employment shall be deemed to
have terminated at the close of business on the day preceding
the first date on which he is no longer for any reason
whatsoever employed by the Holding Company or any of its
Affiliates; provided, however, that the Committee may deem in
one or more particular cases that a leave of absence granted
by the Holding Company or its Affiliate shall not result in
the termination of the Participant's employment. For purposes
of the Plan and each Option granted under the Plan, a transfer
of an employee from the Holding Company to an Affiliate or
vice versa shall not result in the termination of such
Participant's employment.
8. Incentive Stock Options.
Subject to the Maximum Grant, the Committee may, from
time to time, grant Incentive Stock Options to Participants.
Incentive Stock Options granted pursuant to the Plan shall be
subject to the following terms and conditions:
(a) Price. The purchase price per share of Common
Stock deliverable upon the exercise of each Incentive Stock
Option shall be not less than 100% of the Fair Market Value of
Common Stock on the Date of Grant. However, if a Participant
owns stock possessing more than 10% of the total combined
voting power of all classes of common stock of the Holding
Company, (or, under Section 424(d) of the Code, is deemed to
9
own common stock of the Holding Company representing more than
10% of the total combined voting power of all such classes of
common stock by reason of the ownership of such classes of
common stock, directly or indirectly, by or for any brother,
sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or
trust of which such employee is a shareholder, partner or
beneficiary), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall not be less than 110% of the Fair Market Value of Common
Stock on the Date of Grant. Shares may be purchased only upon
payment of the full purchase price. Incentive Stock Options
may be exercised pursuant to a "cashless exercise" of an
Option (i.e., payment of the purchase price may be made, in
whole or in part, through the surrender of shares by the
Participant of Common Stock at the Fair Market Value of such
shares on the date of surrender determined in the manner
described in Section 2(k)), in accordance with applicable
securities laws.
(b) Amounts of Incentive Stock Options. Incentive
Stock Options may be granted to any eligible employee in such
amounts as determined by the Committee. The aggregate Fair
Market Value (determined as of the Date of Grant) of Common
Stock with respect to which Incentive Stock Options granted
are exercisable for the first time by the Participant during
any calendar year (together with any incentive stock options
under all other plans of the Participant's employer
corporation and its parent and subsidiary corporations) shall
not exceed $100,000. The provisions of this Section 8(b)
shall be construed and applied in accordance with
Section 422(d) of the Code and the regulations, if any,
promulgated thereunder. To the extent an Award by its terms
purported to be an Incentive Stock Option under this Section 8
exceeds this $100,000 limit, the portion of the Award in
excess of such limit shall be deemed a Non-statutory Stock
Option.
(c) Terms of Incentive Stock Options. The term
during which each Incentive Stock Option may be exercised
shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more
than ten (10) years from the Date of Grant. If at the time an
Incentive Stock Option is granted to an employee, the employee
owns Common Stock representing more than 10% of the total
combined voting power of the Holding Company (or, under
Section 424(d) of the Code, is deemed to own Common Stock
representing more than 10% of the total combined voting power
of all such classes of Common Stock, by reason of the
ownership of such classes of Common Stock, directly or
indirectly, by or for any brother, sister, spouse, ancestor or
10
lineal descendent of such employee, or by or for any
corporation, partnership, estate or trust of which such
employee is a shareholder, partner or beneficiary), the
Incentive Stock Option granted to such employee shall not be
exercisable after the expiration of five (5) years from the
Date of Grant. No Incentive Stock Option granted under this
Plan is transferable except by will or the laws of descent and
distribution and is exercisable in his lifetime only by the
employee to whom it is granted.
The Committee shall determine the date on which each
Incentive Stock Option shall become exercisable and may
provide that an Incentive Stock Option shall become
exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any time
after such installment becomes purchasable, subject to the
terms of the Option agreement made pursuant to Section 12,
provided that the amount able to be first exercised in a given
year is consistent with the terms of Section 422 of the Code.
The Committee may, in its sole discretion, accelerate the time
at which any Incentive Stock Option may be exercised, in whole
or in part, provided that it is consistent with the terms of
Section 422 of the Code. Notwithstanding the above, in the
event of a Change in Control, all Incentive Stock Options
shall become immediately exercisable.
(d) Termination of Employment. Upon the termination
of a Participant's service for any reason other than
Disability, Retirement, Change in Control, death, or
Termination for Cause, the Participant's Incentive Stock
Options shall be exercisable only as to those shares which
were immediately purchasable by the Participant at the date of
termination and only for a period of three months following
termination. In the event of Termination for Cause all rights
under the Participant's Incentive Stock Options shall expire
upon such Termination for Cause.
In the event of the death or Disability of any
Participant, all Incentive Stock Options held by the
Participant, whether or not exercisable at such time, shall be
exercisable in full by the Participant or the Participant's
legal representatives or beneficiaries, as applicable, for one
year following the date of the Participant's death or
cessation of employment due to Disability. Upon the
termination of a Participant's service due to Retirement,
except as otherwise determined in the sole discretion of the
Committee, the Participant's Incentive Stock Options granted
after December 31, 1996 shall be exercisable only as to those
shares which were immediately purchasable by the Participant
at the date of termination and only for a period of one year
following termination. Upon termination of the Participant's
11
service due to a Change in Control, all Incentive Stock
Options held by such Participant, and in the event of a
Participant's Retirement, any Incentive Stock Options granted
to the Participant prior to January 1, 1997, in either such
case whether or not such Incentive Stock Options are
exercisable at such time, shall be exercisable in full for a
period of one year following such termination or Retirement or
such shorter or longer period as determined by the Committee
at the date of grant, provided, however, that such Option
shall not be an Incentive Stock Option under this Plan in the
event such Option is exercised more than three months
following the date of the Participant's Retirement or
termination due to a Change in Control. Also, in no event
shall the exercise period extend beyond the expiration of the
Incentive Stock Option term as originally granted.
For purposes of the Plan and each Option granted
under the Plan, a Participant's employment shall be deemed to
have terminated at the close of business on the day preceding
the first date on which he is no longer for any reason
whatsoever employed by the Holding Company or any of its
Affiliates; provided, however, that the Committee may deem in
one or more particular cases that a leave of absence granted
by the Holding Company or its Affiliate shall not result in
the termination of the Participant's employment. For purposes
of the Plan and each Option granted under the Plan, a transfer
of an employee from the Holding Company to an Affiliate or
vice versa shall not result in the termination of such
Participant's employment.
(e) Compliance with Code. Except as otherwise
specified in Section 8(d), the Options granted under this
Section 8 of the Plan are intended to qualify as "incentive
stock options" within the meaning of Section 422 of the Code,
but the Company makes no warranty as to the qualification of
any Option as an "incentive stock option" within the meaning
of Section 422 of the Code.
9. Limited Rights.
Simultaneously with the grant of any Option, the
Committee may grant a Limited Right with respect to all or
some of the shares covered by such Option. Limited Rights
granted under this Plan are subject to the following terms
and conditions:
(a) Terms of Limited Rights. In no event shall a
Limited Right be exercisable in whole or in part before the
expiration of six months from the Date of Grant of the Limited
Right. A Limited Right may be exercised only in the event of
a Change in Control.
12
A Limited Right may be exercised only when the
underlying Option is eligible to be exercised, and only when
the Fair Market Value of the shares of Common Stock covered by
the underlying Option on the day of exercise is greater than
the exercise price of the related Option.
Upon exercise of a Limited Right, the related Option
shall cease to be exercisable. Upon exercise or termination
of an Option, any related Limited Rights shall terminate to
the extent such Option has been exercised or terminated. The
Limited Rights may be for no more than 100% of the difference
between the exercise price and the Fair Market Value of the
Common Stock subject to the underlying Option. The Limited
Right is transferable only when the underlying Option is
transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the
holder shall promptly receive from the Holding Company an
amount of cash equal to the difference between the Fair Market
Value on the Date of Grant of the related Option and the Fair
Market Value of the underlying shares on the date the Limited
Right is exercised, multiplied by the number of shares with
respect to which such Limited Right is being exercised.
(c) Termination of Employment. Subject to the terms
of Section 9(a), upon the termination of a Participant's
service for any reason other than Termination for Cause, any
Limited Rights held by the Participant shall then be
exercisable by the Participant or the Participant's legal
representative or beneficiaries for a period of one year
following termination. In no event shall the period extend
beyond the expiration of the term of the related Option. In
the event of Termination for Cause, and Limited Rights held by
the Participant shall expire immediately.
For purposes of the Plan and each Option granted
under the Plan, a Participant's employment shall be deemed to
have terminated at the close of business on the day preceding
the first date on which he is no longer for any reason
whatsoever employed by the Holding Company or any of its
Affiliates; provided, however, that the Committee may deem in
one or more particular cases that a leave of absence granted
by the Holding Company or its Affiliate shall not result in
the termination of the Participant's employment. For purposes
of the Plan and each Option granted under the Plan, a transfer
of an employee from the Holding Company to an Affiliate or
vice versa shall not result in the termination of such
Participant's employment.
Notwithstanding the foregoing, if any right granted
pursuant to this Section 9 would make a Change in Control
13
transaction ineligible for pooling of interests accounting
under APB No. 16 that but for this Section 9 would otherwise
be eligible for such accounting treatment, the Committee shall
have the ability to substitute for the cash otherwise payable
pursuant to this Section 9, Stock with a Fair Market Value
equal to the cash that would otherwise be payable hereunder.
10. Surrender of Option.
In the event of a Participant's termination of
employment as a result of death, Disability or Retirement, the
Participant (or the Participant's personal representative(s),
heir(s), or devisee(s)) may, in a form acceptable to the
Committee make application to the Committee to surrender all
or part of Options held by such Participant in exchange for a
cash payment from the Holding Company of an amount equal to
the difference between the Fair Market Value of the Common
Stock on the date of termination of employment and the
exercise price per share of the Option on the Date of Grant;
provided, however, that in the event of Retirement, the
application must be submitted by the Participant within a
"window period" as defined in Rule 16b-3(e)(3) under
Section 16 of the Exchange Act. Whether the Committee accepts
such application or determines to make payment, in whole or
part, is within its absolute and sole discretion, it being
expressly understood that the Committee is under no obligation
to any Participant whatsoever to make such payments. In the
event that the Committee accepts such application and the
Company determines to make payment, such payment shall be in
lieu of the exercise of the underlying Option and such Option
shall cease to be exercisable.
11. Restricted Stock.
(a) Administration. Shares of Restricted Stock may
be awarded either alone or in addition to other Awards granted
under the Plan. The Committee shall determine the officers
and employees to whom and the time or times at which grants of
Restricted Stock will be awarded, the number of shares to be
awarded to any participant, the time or times within which
such Awards may be subject to forfeiture and any other terms
and conditions of the Awards, in addition to those contained
in Section 11(c). The Committee shall determine the
conditions for vesting of shares of Restricted Stock;
provided, however, that no shares of Restricted Stock shall
vest prior to three years from the date of grant.
Notwithstanding the previous sentence, the Committee shall
have discretion to permit vesting of shares of Restricted
Stock prior to three years from the date of grant under
limited circumstances if the Committee determines that such
14
earlier vesting is necessary to fulfill a legitimate corporate
purpose such as retention of a key employee.
The Committee may condition the grant and vesting of
Restricted Stock upon the attainment of specified performance
goals of the participant or of the Company or subsidiary,
division or department of the Company for or within which the
participant is primarily employed or upon such other factors
or criteria as the Committee shall determine. The provisions
of Restricted Stock Awards need not be the same with respect
to each recipient.
(b) Awards and Certificates. Shares of Restricted
Stock shall be evidenced in such manner as the Committee may
deem appropriate, including book-entry registration or
issuance of one or more stock certificates. Any certificate
issued in respect of shares of Restricted Stock shall be
registered in the name of such participant and shall bear an
appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the
following form:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the GreenPoint
Financial Corp. 1994 Amended and Restated Stock
Incentive Plan and a Restricted Stock Agreement. Copies
of such Plan and Agreement are on file at the offices of
GreenPoint Financial Corp., 90 Park Avenue, New York,
New York 10016."
The Committee may require that the certificates
evidencing such shares be held in custody by the Company
until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock,
the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such
Award.
(c) Terms and Conditions. Shares of Restricted
Stock shall be subject to the following terms and conditions:
(i) Subject to the provisions of the Plan and
the Restricted Stock Agreement referred to in
Section 11(c)(vi), during a period set by the
Committee, commencing with the date of such Award
(the "Restriction Period"), the participant shall
not be permitted to sell, assign, transfer, pledge
or otherwise encumber shares of Restricted Stock.
The Committee may provide for the lapse of such
restrictions in installments or otherwise and may
15
accelerate or waive such restrictions, in whole or
in part, in each case based on period of service,
performance of the participant or of the Company or
the subsidiary, division or department for which
the participant is employed or such other factors
or criteria as the Committee may determine.
(ii) Except as provided in this paragraph (ii)
and Section 11(c)(i) and the Restricted Stock
Agreement, the participant shall have, with respect
to the shares of Restricted Stock, all of the
rights of a stockholder of the Company holding the
class or series of Stock that is the subject of the
Restricted Stock, including, if applicable, the
right to vote the shares and the right to receive
any cash dividends. If so determined by the
Committee in the applicable Restricted Stock
Agreement, (1) cash dividends on the shares of
Stock that are the subject of the Restricted Stock
Award shall be automatically deferred and
reinvested in additional Restricted Stock, and
(2) dividends payable in Stock shall be paid in the
form of Restricted Stock.
(iii) Except to the extent otherwise provided
in the applicable Restricted Stock Agreement and
Sections 11(c)(i) and 7(c)(iv), upon a
Participant's termination of employment for any
reason during the Restriction Period, all shares
still subject to restriction shall be forfeited by
the participant.
(iv) In the event of a Participant's
termination of employment for any reason other than
Termination for Cause, the Committee shall have the
discretion to waive in whole or in part any or all
remaining restrictions with respect to any or all
of such participant's shares of Restricted Stock.
(v) If and when the Restriction Period
expires without a prior forfeiture of the
Restricted Stock subject to such Restriction
Period, unlegended certificates for such shares
shall be delivered to the participant upon
surrender of the legended certificates.
(vi) Each Award shall, if required by law,
require the payment of the total par value of the
Stock by the participant to the Company and shall
be confirmed by, and be subject to the terms of, a
Restricted Stock Agreement.
16
(vii) Notwithstanding the foregoing, all
restrictions to which shares of Restricted Stock
are subject shall lapse immediately upon a Change
in Control.
12. Rights of a Shareholder; Nontransferability.
No participant shall have any rights as a shareholder
with respect to any shares covered by a Non-statutory and/or
Incentive Stock Option until the date of issuance of a stock
certificate for such shares, which shall be deemed to be the
date the Participant becomes the record owner of such shares
on the books of the Holding Company. Nothing in this Plan or
in any Award granted confers on any person any right to
continue in the employ of the Holding Company or its
Affiliates or to continue to perform services for the Holding
Company or its Affiliates or interferes in any way with the
right of the Holding Company or its Affiliates to terminate a
Participant's services as an officer or other employee at any
time. Options granted under the Plan shall not be affected by
any change of duties or positions so long as the Participant
continues to be an employee of the Holding Company or an
Affiliate.
Nothing contained in the Plan or in any resolution
adopted or to be adopted by the Board of Directors of the
Holding Company or any of its Affiliates or the holders of
Common Stock shall constitute the granting of an Option
hereunder. The granting of an Option pursuant to the Plan
shall take place on the day the Committee determines, pursuant
to its authority under Section 3, to be the Date of Grant.
No Award under the Plan shall be transferable by the
optionee other than by will or the laws of descent and
distribution and may only be exercised during his lifetime by
the optionee, or by a guardian or legal representative.
13. Agreement with Grantees.
Each Award of Options, and/or Limited Rights will be
evidenced by a written Stock Option Agreement, executed by the
Participant and the Holding Company or its Affiliates which
describes the conditions for receiving the Awards including
the date of Award, the purchase price if any, applicable
periods, and any other terms and conditions as may be required
by the Board of Directors or applicable securities law,
including, in the case of Awards of Incentive Stock Options,
such terms and provisions as shall be requisite in the
judgment of the Committee to provide for Options which qualify
as "incentive stock options" as defined in Section 422 of the
Code, including, but not by way of limitation, any amendment
17
of the Code which supersedes Section 422, as amended.
However, no Option granted by the Committee may be exercised
after thirty (30) days after the Date of Grant unless prior to
said thirtieth (30th) day a written Stock Option Agreement
shall have been duly executed and delivered by the
Participant, or on the Participant's behalf by the
Participant's agent or attorney.
14. Designation of Beneficiary.
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of
death, any Award to which the Participant would then be
entitled. Such designation will be made upon forms supplied
by and delivered to the Holding Company and may be revoked in
writing. If a Participant fails effectively to designate a
beneficiary, then the Participant's estate will be deemed to
be the beneficiary.
15. Dilution and Other Adjustments.
In the event of any change in the outstanding shares
of Common Stock of the Holding Company by reason of any stock
dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares,
or other similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of
consideration by the Company, the Committee will make such
adjustments to previously granted Awards, to prevent dilution
or enlargement of the rights of the Participant as it deems
equitable in its sole discretion, including, without
limitation, any or all of the following:
(a) adjustments in the aggregate number or
kind of shares of Common Stock which may be awarded
under the Plan;
(b) adjustments in the aggregate number or
kind of shares of Common Stock covered by Awards
already made under the Plan;
(c) adjustments in the purchase price of
outstanding Incentive and/or Non-statutory Stock
Options, or any Limited Rights attached to such
Options.
No such adjustments may, however, materially change
the value of benefits available to a Participant under a
previously granted Award.
18
16. Withholding.
There may be deducted from each distribution of cash
and/or Common Stock under the Plan the amount of tax required
by any governmental authority to be withheld. Alternatively,
a Participant may pay to the Company the amount of cash
necessary to be withheld for taxes in lieu of any withholding
of payments or distributions under this Plan. If a
Participant elects to have such taxes withheld, the election
must be made in compliance with Rule 16b-3 in order to receive
exemptive treatment.
17. Amendment of the Plan.
The Board of Directors may at any time, and from time
to time, modify or amend the Plan in any respect; provided
however, that Sections 7, 8 and 11 governing grants shall not
be amended more than once every six months other than to
comport with the Code or the Employee Retirement Income
Security Act of 1974, as amended, if applicable, and, provided
further, that if it has been determined by the Board of
Directors to continue to qualify the Plan under the Securities
and Exchange Commission Rule 16b-3, shareholder approval shall
be required for any such modification or amendment which:
(a) increases the maximum number of shares
for which Options may be granted under the Plan
(subject, however, to the provisions of Section 15
hereof);
(b) reduces the exercise price at which
Awards may be granted (subject, however, to the
provisions of Section 15 hereof);
(c) extends the period during which Options
may be granted or exercised beyond the times
originally prescribed; or
(d) changes the persons eligible to
participate in the Plan.
Failure to ratify or approve amendments or
modifications to subsections (a) through (d) of this Section
by shareholders shall be effective only as to the specific
amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain
in full force and effect.
No such termination, modification or amendment may
affect the rights of a Participant under an outstanding Award.
19
18. Effective Date of Plan.
The Plan shall become effective upon the consummation
of the conversion of The Green Point Savings Bank from the
mutual to capital stock form of ownership (the "Effective
Date") on January 28, 1994. The Plan shall be presented to
shareholders of the Holding Company for ratification for
purposes of: (i) obtaining favorable treatment under
Section 16(b) of the Exchange Act; (ii) satisfying one of the
requirements of Section 422 of the Code governing the
treatment for Incentive Stock Options; and (iii) maintaining
listing on the NASDAQ National Market, provided, however, that
if the Plan is not ratified within twelve (12) months of the
Effective Date, the Plan shall remain in full force and
effect, and any Incentive Stock Options granted under the Plan
shall be deemed to be Non-statutory Stock Options provided
that no grants may be made to an executive officer of the
Company who was an executive officer on the date of the
conversion unless this Plan is ratified by shareholders.
19. Termination of the Plan.
The right to grant Awards under the Plan will
terminate upon the earlier of (i) ten (10) years after the
Effective Date of the Plan or (ii) the issuance of Common
Stock or the exercise of Options or related Limited Rights
equivalent to the maximum number of shares reserved under the
Plan as set forth in Section 5. The Board of Directors has
the right to suspend or terminate the Plan at any time,
provided that no such action will, without the consent of a
Participant, adversely affect his rights under a previously
granted Award.
20. Applicable Law.
The Plan will be administered in accordance with the
laws of the State of Delaware.
21. Government and Other Regulations.
The obligation of the Holding Company to sell and
deliver shares of Common Stock under Options granted under the
Plan shall be subject to (i) all applicable laws, rules and
regulations, and such approvals by any governmental agencies
as may be required, including, but not by way of limitation,
the effectiveness of a Registration Statement under the
Securities Act of 1933, as amended, as deemed necessary or
appropriate by counsel for the Holding Company, and (ii) the
condition that the shares of Common Stock reserved for
issuance upon the exercise of the Options granted under the
20
Plan shall be traded on NASDAQ or on a national securities
exchange.
22. Non-Exclusivity of the Plan.
Neither the adoption of the Plan by the Holding
Company's Board of Directors nor the submission of the Plan to
the shareholders of the Holding Company for ratification and
approval shall be construed as creating any limitations on the
power of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under
the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
Dated as of January 28, 1994.
21
00995004.AA3
<PAGE>
January 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
GreenPoint Financial Corp. Amended and
Restated 1994 Stock Incentive Plan
Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and
Secretary of GreenPoint Financial Corp. (the "Corporation"),
and I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended,
of an additional 2,000,000 shares (the "Shares") of Common
Stock, par value $.01 per share, of the Corporation issuable
pursuant to the GreenPoint Financial Corp. Amended and
Restated 1994 Stock Incentive Plan (the "Plan").
For purposes of this opinion, I, or attorneys under
my supervision, have participated in the preparation of
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 covering the above referenced Shares (the
"Registration Statement") and have examined applicable
statutes, rules and regulations, originals or copies, as
amended to the date hereof, of the Plan, the Certificate of
Incorporation of the Corporation, the Bylaws of the
Corporation, and such other corporate documents and records
of the Corporation as I have deemed relevant and necessary
as a basis for this opinion. For purposes of this opinion,
I have also assumed the genuineness of all signatures on all
documents and completeness, and the conformity to original
documents, of all copies submitted to me, and that all
representations of fact (other than those opined on below)
expressed in or implied by such documents are accurate.
On the basis of the foregoing, I am of the opinion
that the Shares when issued pursuant to the terms of the
Plan will be legally issued, fully paid and nonassessable.
<PAGE>
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8
relating to the Plan, and to the use of my name under the
heading "Interests of Named Experts and Counsel" in such
Registration Statement.
Very truly yours,
/s/ Howard C Bluver
Howard C. Bluver
00995003.AG1
INDEPENDENT AUDITORS' CONSENT
The Shareholders and the Board
of GreenPoint Financial Corp.
We consent to incorporation by reference in post-effective
amendment No. 1 to the registration statement (No. 33-87758)
on Form S-8 of GreenPoint Financial Corp. of our report
dated January 19, 1996, relating to the consolidated
statement of financial condition of GreenPoint Financial
Corp. and Subsidiaries as of December 31, 1995 and the
related consolidated statements of income, changes in
stockholders' equity and cash flows for the years ended
December 31, 1995 and 1994, which report is included in the
December 31, 1996 Annual Report on Form 10-K of GreenPoint
Financial Corp.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jericho, New York
January 23, 1998
00995003.AF9
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 of GreenPoint Financial Corp. (File No.
33-87758) of our report dated January 21, 1997, which
appears on page 44 of the 1996 Annual Report to Stockholders
of GreenPoint Financial Corp., which is incorporated by
reference in GreenPoint Financial Corp.'s Annual Report on
Form 10-K for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
January 23, 1998
00995003.AG0
