<PAGE>
As filed with the Securities and Exchange Commission
on April 11, 2000.
Registration No. 333-
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
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. 1999 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 LLP
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(1) be Registered(2) Per Share(3) Offering Price(3) Registration Fee(2)
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 4,500,000 shares $19.625 $88,312,500 $23,314.50
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. This Registration Statement is also deemed, pursuant to
Instruction E to Form S-8, to relate to 200,000 shares of
the 2,000,000 shares previously registered on Form S-8 (File
No. 333-45917) in connection with the GreenPoint Financial
Corp. Amended and Restated 1994 Stock Incentive Plan (the
"1994 Plan"), with respect to which a fee of $40,637 was
previously paid. As described in the Explanatory Note
below, the amount of the registration fee is based solely on
the four million five hundred thousand shares registered in
this Registration Statement.
3. Pursuant to Rule 457(h) under the Securities Act, the
proposed maximum offering price per share and proposed
maximum offering price are 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 April 7, 2000.
______________________________________________________________
</TABLE>
2
<PAGE>
EXPLANATORY NOTE
On February 10, 1998, a total of 2,000,000 shares of
Common Stock of GreenPoint Financial Corp. (the "Corporation" or
the "Registrant"), to be issued in connection with the 1994 Plan,
were registered with the Securities and Exchange Commission (the
"Commission") by Registration Statement on Form S-8 (File No.
333-45917). On May 7, 1999, the stockholders of the Corporation
approved the GreenPoint Financial Corp. 1999 Stock Incentive Plan
(the "1999 Plan"). A total of two hundred thousand (200,000)
shares of Common Stock registered on February 10, 1998 are not,
and will not be, the subject of awards under the 1994 Plan. Such
two hundred thousand (200,000) shares of Common Stock are
available for award under the 1999 Plan. Pursuant to Instruction
E to Form S-8 and the telephonic interpretation of the Commission
pertaining to Form S-8 set forth in the Division of Corporation
Finance's Manual of Publicly-Available Telephone Interpretations
(March 1999), these two hundred thousand (200,000) shares of
Common Stock are carried forward to, and deemed covered by, this
Registration Statement.
_________________________________________________________________
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 the Registrant with 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, 1999 dated March 27, 2000;
and (ii) the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1999;
(b) The "Description of Registrant's Securities to be
Registered" contained in the Corporation's Registration Statement
____________________
* This information is not required to be included in, and is
not incorporated by reference in, this Registration
Statement.
2
<PAGE>
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 (each such document, and each document enumerated above,
being hereinafter referred to as an "Incorporated Document").
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
or was a Director or an Officer of the Corporation or is
or was serving at the request of the Corporation as a
3
<PAGE>
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
this Article TENTH shall be contract rights and such
rights shall continue as to an indemnitee who has ceased
4
<PAGE>
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 the 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
faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests
5
<PAGE>
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 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
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
determination shall be made with respect to a person who
is a director or officer at the time of such
6
<PAGE>
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. 1999 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 PricewaterhouseCoopers LLP
24 Powers of Attorney (included in the signature
page to this Registration Statement)
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;
(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
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
8
<PAGE>
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
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 April 11, 2000.
GREENPOINT FINANCIAL CORP.
By:/s/Thomas S. Johnson
Thomas S. Johnson
Chairman of the Board and
Chief Executive Officer
Each person whose individual signature appears below
hereby makes, constitutes and appoints Thomas S. Johnson to sign
for such person and in such person's name and capacity indicated
below, this and any subsequent registration statement, including
each post-effective amendment thereto, relating to the GreenPoint
Financial Corp. 1999 Stock Incentive Plan, and shares of common
stock thereunder.
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 April 11, 2000
Thomas S. Johnson Board and Chief
Executive Officer
/s/ Bharat B. Bhatt Member of the April 11, 2000
Bharat B. Bhatt Board, President
and Chief Operating
Officer
/s/ Peter T. Paul Member of the Board, April 11, 2000
Peter T. Paul Vice Chairman
/s/ Jeffrey Leeds Executive Vice April 11, 2000
Jeffrey Leeds President and Chief
Financial Officer
10
<PAGE>
/s/ Robert M. McLane Director April 11, 2000
Robert M. McLane
/s/ Dan F. Huebner Director April 11, 2000
Dan F. Huebner
/s/ Robert P. Quinn Director April 11, 2000
Robert P. Quinn
/s/ Robert F. Vizza Director April 11, 2000
Robert F. Vizza
/s/ William M. Jackson Director April 11, 2000
William M. Jackson
/s/ Jules Zimmerman Director April 11, 2000
Jules Zimmerman
/s/ Charles B. McQuade Director April 11, 2000
Charles B. McQuade
/s/ Alvin N. Puryear Director April 11, 2000
Alvin N. Puryear
/s/ Susan J. Kropf Director April 11, 2000
Susan J. Kropf
/s/ Edward C. Schmults Director April 11, 2000
Edward C. Schmults
11
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
4 GreenPoint Financial Corp. 1999 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 PricewaterhouseCoopers LLP
24 Powers of Attorney (included in the
signature page to this Registration
Statement)
12
00995003.AH1
<PAGE>
GREENPOINT FINANCIAL CORP.
1999 STOCK INCENTIVE PLAN
SECTION 1
PURPOSE; DEFINITIONS
The purpose of the Plan is to give the Company a
competitive advantage in attracting, retaining and motivating
officers, employees and/or consultants and to provide the Company
and its Subsidiaries and Affiliates with a stock plan providing
incentives directly linked to the profitability of the Company's
businesses and increases in the Company's shareholder value.
For purposes of the Plan, the following terms are
defined as set forth below:
a. "Affiliate" means a corporation or other entity
controlled by, controlling or under common control with the
Company and designated by the Committee from time to time as
such.
b. "Award" means a Stock Appreciation Right, Stock
Option, Restricted Stock, Performance Unit, or other stock-based
award.
c. "Award Cycle" shall mean a period of consecutive
fiscal years or portions thereof designated by the Committee over
which Performance Units are to be earned.
d. "Board" means the Board of Directors of the
Company.
e. "Cause" means, unless otherwise provided by the
Committee, (1) "Cause" as defined in any Individual Agreement to
which the participant is a party, or (2) if there is no such
Individual Agreement or if it does not define Cause: 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 Company or any of its Subsidiaries or
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 Company or any of its Subsidiaries or Affiliates. The
Committee shall, unless otherwise provided in an Individual
Agreement with the participant, have the sole discretion to
determine whether "Cause" exists, and its determination shall be
final.
<PAGE>
f. "Change in Control" and "Change in Control Price"
have the meanings set forth in Sections 11 (b) and (c),
respectively.
g. "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
h. "Commission" means the Securities and Exchange
Commission or any successor agency.
i. "Committee" means the Committee referred to in
Section 2.
j. "Common Stock" means common stock, par value $.01
per share, of the Company (or as may be converted pursuant to
Section 3 hereof).
k. "Company" means GreenPoint Financial Corp., a bank
holding company registered under federal law and incorporated in
Delaware.
l. "Covered Employee" means a participant designated
prior to the grant of Restricted Stock or Performance Units by
the Committee who is or may be a "covered employee" within the
meaning of Section 162(m)(3) of the Code in the year in which
Restricted Stock or Performance Units are expected to be taxable
to such participant.
m. "Disability" means, unless otherwise provided by
the Committee, disability as defined in the Company's retirement
plan, or if not so defined, shall mean the permanent and total
inability of a participant by reason of mental or physical
infirmity, or both, to perform the work customarily assigned to
him or her. In order to qualify as a Disability, a medical
doctor selected or approved by the Board, 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.
n. "Eligible Individuals" mean officers, employees and
consultants of the Company or any of its Subsidiaries or
Affiliates, and prospective employees and consultants who have
accepted offers of employment or consultancy from the Company or
its Subsidiaries or Affiliates, who are or will be responsible
for or contribute to the management, growth or profitability of
the business of the Company, or its Subsidiaries or Affiliates.
o. "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.
2
<PAGE>
p. "Fair Market Value" means, as of any given date,
the closing price on such date or, if there are no reported sales
on such date, on the last day prior to such date on which there
were sales of the Common Stock on the New York Stock Exchange or,
if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ. 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 in good faith.
q. "Incentive Stock Option" means any Stock Option
designated as, and qualified as, an "incentive stock option"
within the meaning of Section 422 of the Code.
r. "Individual Agreement" means an employment,
consulting or similar agreement between a participant and the
Company or one of its Subsidiaries or Affiliates.
s. "NonQualified Stock Option" means any Stock Option
that is not an Incentive Stock Option.
t. "Qualified Performance-Based Award" means an Award
of Restricted Stock or Performance Units designated as such by
the Committee at the time of grant, based upon a determination
that (i) the recipient is or may be a "covered employee" within
the meaning of Section 162(m)(3) of the Code in the year in which
the Company would expect to be able to claim a tax deduction with
respect to such Restricted Stock or Performance Units and (ii)
the Committee wishes such Award to qualify for the Section 162(m)
Exemption.
u. "Performance Goals" means the performance goals
established by the Committee in connection with the grant of
Restricted Stock or Performance Units. In the case of Qualified
Performance-Based Awards, (i) such goals shall be based on the
attainment of specified levels of one or more of the following
measures: return on equity, return on assets, earnings per share,
net income and/or achievement of predetermined strategic
milestones and (ii) such Performance Goals shall be set by the
Committee within the time period prescribed by Section 162(m) of
the Code and related regulations. Performance Goals may be stated
in the alternative or in combination.
v. "Performance Units" means an Award granted under
Section 8.
w. "Plan" means the GreenPoint Financial Corp. 1999
Stock Incentive Plan, as set forth herein and as hereinafter
amended from time to time.
3
<PAGE>
x. "Restricted Stock" means an Award granted under
Section 7.
y. "Retirement" means retirement from the employ of
the Company or its Subsidiaries or Affiliates at the normal or
early retirement date as set forth in any tax-qualified
retirement/pension plan of the Company.
z. "Rule 16b-3" means Rule 16b-3, as promulgated by
the Commission under Section 16(b) of the Exchange Act, as
amended from time to time.
aa. "Section 162(m) Exemption" means the exemption from
the limitation on deductibility imposed by Section 162(m) of the
Code that is set forth in Section 162(m)(4)(C) of the Code.
bb. "Stock Appreciation Right" means an Award granted
under Section 6.
cc. "Stock Option" means an Award granted under
Section 5.
dd. "Subsidiary" means any corporation, partnership,
joint venture or other entity during any period in which at least
a 50% voting or profits interest is owned, directly or
indirectly, by the Company or any successor to the Company.
ee. "Termination of Employment" means the termination
of the participant's employment with, or performance of services
for, the Company and any of its Subsidiaries or Affiliates. A
participant employed by, or performing services for, a Subsidiary
or an Affiliate shall also be deemed to incur a Termination of
Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, and the
participant does not immediately thereafter become an employee
of, or service-provider for, the Company or another Subsidiary or
Affiliate. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the
Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment. For purposes of 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 or she is no longer for any reason whatsoever employed
by the Company or any of its Subsidiaries or Affiliates.
In addition, certain other terms used herein have
definitions given to them in the first place in which they are
used.
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SECTION 2
ADMINISTRATION
The Plan shall be administered by the Compensation
Committee or such other committee of the Board as the Board may
from time to time designate (the "Committee"), which shall be
composed of not less than two directors, and shall be appointed
by and serve at the pleasure of the Board.
The Committee shall have plenary authority to grant
Awards pursuant to the terms of the Plan to Eligible Individuals.
Among other things, the Committee shall have the
authority, subject to the terms of the Plan:
(a) To select the Eligible Individuals to whom Awards
may from time to time be granted;
(b) To determine whether and to what extent Incentive
Stock Options, NonQualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Units and other stock-based
awards or any combination thereof are to be granted hereunder;
(c) To determine the number of shares of Common Stock
to be covered by each Award granted hereunder;
(d) To determine the terms and conditions of any Award
granted hereunder (including, but not limited to, the option
price (subject to Section 5(a)), any vesting condition,
restriction or limitation (which may be related to the
performance of the participant, the Company or any Subsidiary or
Affiliate) and any vesting acceleration or forfeiture waiver
regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee shall determine;
(e) To modify, amend or adjust the terms and conditions
of any Award, at any time or from time to time, including but not
limited to Performance Goals; provided, however, that the
Committee may not (i) subject to the last paragraph of Section 3,
reduce the exercise price or cancel and regrant a Stock Option
theretofore granted and (ii) adjust upwards the amount payable
with respect to a Qualified Performance-Based Award or waive or
alter the Performance Goals associated therewith;
(f) To determine to what extent and under what
circumstances Common Stock and other amounts payable with respect
to an Award shall be deferred; and
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(g) To determine under what circumstances an Award may
be settled in cash or Common Stock under Sections 5(j), 6(b)(ii)
and 8(b)(iv).
The Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable,
to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan.
The Committee may act only by a majority of its members
then in office, except that the Committee may, except to the
extent prohibited by applicable law or the applicable rules of a
stock exchange, allocate all or any portion of its
responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers
to any person or persons selected by it; provided that no such
delegation may be made that would cause Awards or other
transactions under the Plan to cease to be exempt from Section
16(b) of the Exchange Act or cause an Award designated as a
Qualified Performance-Based Award not to qualify for the Section
162(m) Exemption. Any such allocation or delegation may be
revoked by the Committee at any time.
Any determination made by the Committee or pursuant to
delegated authority pursuant to the provisions of the Plan with
respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award
or, unless in contravention of any express term of the Plan, at
any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Company and Plan participants.
Any authority granted to the Committee may also be
exercised by the full Board, except to the extent that the grant
or exercise of such authority would cause any Award or
transaction to become subject to (or lose an exemption under) the
short-swing profit recovery provisions of Section 16 of the
Exchange Act or cause an Award designated as a Qualified
Performance-Based Award not to qualify for, or to cease to
qualify for, the Section 162(m) Exemption. To the extent that
any permitted action taken by the Board conflicts with action
taken by the Committee, the Board action shall control.
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SECTION 3
COMMON STOCK SUBJECT TO PLAN
The maximum number of shares of Common Stock that may be
delivered to participants and their beneficiaries under the Plan
shall be 4,700,000, which number includes 200,000 of the shares
of Common Stock remaining available for awards as of the date of
adoption of this Plan under the Company's Amended and Restated
1994 Stock Incentive Plan. No participant may be granted Stock
Options and Stock Appreciation Rights covering in excess of
800,000 shares of Common Stock in any calendar year, Shares
subject to an Award under the Plan may be authorized and unissued
shares or may be treasury shares.
If any Award is forfeited, or if any Stock Option (and
related Stock Appreciation Right, if any) terminates, expires or
lapses without being exercised, or if any Stock Appreciation
Right is exercised for cash, shares of Common Stock subject to
such Awards shall again be available for distribution in
connection with Awards under the Plan.
In the event of any change in corporate capitalization
(including, but not limited to, a change in the number of shares
of Common Stock outstanding), such as a stock split or a
corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock
or property of the Company, any reorganization (whether or not
such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation
of the Company, the Committee or Board may make such substitution
or adjustments in the aggregate number and kind of shares
reserved for issuance under the Plan, and the maximum limitation
upon Stock Options and Stock Appreciation Rights and Qualified
Performance-Based Awards to be granted to any participant, in the
number, kind and option price of shares subject to outstanding
Stock Options, Stock Appreciation Rights and Restricted Stock, in
the number and kind of shares subject to other outstanding Awards
granted under the Plan and/or such other equitable substitution
or adjustments as it may determine to be appropriate in its sole
discretion; provided, however, that the number of shares subject
to any Award shall always be a whole number. Such adjusted
option price shall also be used to determine the amount payable
by the Company upon the exercise of any Stock Appreciation Right
associated with any Stock Option.
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SECTION 4
ELIGIBILITY
Awards may be granted under the Plan to Eligible
Individuals. No grant shall be made under this Plan to a director
who is not an officer or a salaried employee of the Company or
its Subsidiaries or Affiliates.
SECTION 5
STOCK OPTIONS
Stock Options may be granted alone or in addition to
other Awards granted under the Plan and may be of two types:
Incentive Stock Options and NonQualified Stock Options. Any
Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
The Committee shall have the authority to grant any
optionee Incentive Stock Options, NonQualified Stock Options or
both types of Stock Options (in each case with or without Stock
Appreciation Rights); provided, however, that grants hereunder
are subject to the aggregate limit on grants to individual
participants set forth in Section 3. Incentive Stock Options may
be granted only to employees of the Company and its subsidiaries
or parent corporation (within the meaning of Section 424(f) of
the Code). To the extent that any Stock Option is not designated
as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option on or subsequent to its
grant date, it shall constitute a NonQualified Stock Option.
Stock Options shall be evidenced by option agreements,
the terms and provisions of which may differ. An option
agreement shall indicate on its face whether it is intended to be
an agreement for an Incentive Stock Option or a NonQualified
Stock Option. The grant of a Stock Option shall occur on the
date the Committee by resolution selects an Eligible Individual
to receive a grant of a Stock Option, determines the number of
shares of Common Stock to be subject to such Stock Option to be
granted to such Eligible Individual and specifies the terms and
provisions of the Stock Option. The Company shall notify an
Eligible Individual of any grant of a Stock Option, and a written
option agreement or agreements shall be duly executed and
delivered by the Company to the participant. Such agreement or
agreements shall become effective upon execution by the Company
and the participant.
Stock Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such
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additional terms and conditions as the Committee shall deem
desirable:
(a) Option Price. The option price per share of Common
Stock purchasable under a Stock Option shall be determined by the
Committee and set forth in the option agreement, and shall not be
less than the Fair Market Value of the Common Stock subject to
the Stock Option on the date of grant.
(b) Option Term. The term of each Stock Option shall
be fixed by the Committee, but no Stock Option shall be
exercisable more than 10 years after the date the Stock Option is
granted.
(c) Exercisability. Except as otherwise provided
herein, Stock Options shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined
by the Committee. If the Committee provides that any Stock
Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or
in part, based on such factors as the Committee may determine.
In addition, the Committee may at any time accelerate the
exercisability of any Stock Option.
(d) Method of Exercise. Subject to the provisions of
this Section 5, Stock Options may be exercised, in whole or in
part, at any time during the option term by giving written notice
of exercise to the Company specifying the number of shares of
Common Stock subject to the Stock Option to be purchased.
Such notice shall be accompanied by payment in full of
the purchase price by certified or bank check or such other
instrument as the Company may accept. If approved by the
Committee, payment, in full or in part, may also be made in the
form of unrestricted Common Stock (by delivery of such shares or
by attestation) already owned by the optionee of the same class
as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock
Option is exercised); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form
of already owned shares of Common Stock of the same class as the
Common Stock subject to the Stock Option may be authorized only
at the time the Stock Option is granted and provided, further,
that such already owned shares have been held by the optionee for
at least six months at the time of exercise or had been purchased
on the open market.
If approved by the Committee, payment in full or in part
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
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amount of sale or loan proceeds necessary to pay the purchase
price, and, if requested, reduced 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.
In addition, if approved by the Committee, payment in
full or in part may also be made by instructing the Committee to
withhold a number of such shares having a Fair Market Value on
the date of exercise equal to the aggregate exercise price of
such Stock Option.
No shares of Common Stock shall be issued until full
payment therefor has been made. Except as otherwise provided in
Section 5(l) below, an optionee shall have all of the rights of a
shareholder of the Company holding the class or series of Common
Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has
given the representation described in Section 14(a).
If determined by the Committee at or, with respect to a
NonQualified Stock Option, subsequent to the date of grant of a
Stock Option, in the event an optionee who has not incurred a
Termination of Employment pays the option price of such Stock
Option (in whole or in part) by delivering (or attesting to
ownership of) shares of Common Stock previously owned by the
optionee, such optionee shall automatically be granted a reload
Stock Option (a "Reload Option") for the number of shares of
Common Stock used to pay the option price. Unless otherwise
determined by the Committee, the Reload Option shall be subject
to the same terms and conditions as the Stock Option, except that
the Reload Option shall be a NonQualified Stock Option, have an
option price equal to the Fair Market Value of the Common Stock
on the date the Reload Option is granted, expire the same date as
the expiration date of the Stock Option so exercised, shall vest
and become exercisable 6 months following the date of grant of
such Reload Option and shall not have the rights set forth in
Section 5(k) hereof Additional Reload Options may only be granted
upon exercise of a Reload Option if the Fair Market Value of the
Common Stock on the date of such exercise is 25% or more higher
than the Fair Market Value of the Common Stock on the date of
grant of the Reload Option being exercised. Reload Options shall
not be treated as grants for purposes of the limitations set
forth in the second sentence of Section 3 of the Plan.
(e) Nontransferability of Stock Options. No Stock
Option shall be transferable by the optionee other than (i) by
will or by the laws of descent and distribution; or (ii) in the
case of a NonQualified Stock Option, as otherwise expressly
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permitted by the Committee including, if so permitted, pursuant
to a transfer to such optionee's immediate family, whether
directly or indirectly or by means of a trust or partnership or
otherwise. For purposes of this Plan, unless otherwise
determined by the Committee, "immediate family" shall mean the
optionee's children, spouse and grandchildren. All Stock Options
shall be exercisable, subject to the terms of this Plan, only by
the optionee, the guardian or legal representative of the
optionee, or any person to whom such option is transferred
pursuant to this paragraph, it being understood that the term
"holder" and "optionee" include such guardian, legal
representative and other transferee.
(f) Additional Rules for Incentive Stock Options.
Notwithstanding anything contained herein to the contrary, no
Stock Option which is intended to qualify as an Incentive Stock
Option may be granted to an Eligible Employee who at the time of
such grant owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or
of any Subsidiary, unless at the time such Stock Option is
granted the option price is at least 110% of the Fair Market
Value of a share of Common Stock and such Stock Option by its
terms is not exercisable after the expiration of five years from
the date such Stock Option is granted. In addition, the
aggregate Fair Market Value of the Common Stock (determined at
the time a Stock Option for the Common Stock is granted) for
which Incentive Stock Options are exercisable for the first time
by an optionee during any calendar year, under all of the
incentive stock option plans of the Company and of any
Subsidiary, may not exceed $100,000. To the extent a Stock
Option that by its terms was intended to be an Incentive Stock
Option exceeds this $ 100,000 limit, the portion of the Stock
Option in excess of such limit shall be treated as a NonQualified
Stock Option.
(g) Termination by Death. Unless otherwise determined
by the Committee, if an optionee incurs a Termination of
Employment by reason of death, any Stock Option held by such
optionee may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Committee may
determine, for a period of one year (or such other period as the
Committee may specify in the option agreement) from the date of
such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter.
(h) Termination by Reason of Disability or Retirement.
Unless otherwise determined by the Committee, if an optionee
incurs a Termination of Employment by reason of Disability or
Retirement, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at
the time of termination, or on such accelerated basis as the
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Committee may determine, for a period of one year (or such other
period as the Committee may specify in the option agreement) from
the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that if the optionee
dies within such period, any unexercised Stock Option held by
such optionee shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of 12 months from
the date of such death or until the expiration of the stated term
of such Stock Option, whichever period is the shorter. In the
event of Termination of Employment by reason of Disability or
Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.
(i) Other Termination. Unless otherwise determined by
the Committee: (A) if an optionee incurs a Termination of
Employment for Cause, all Stock Options held by such optionee
shall thereupon terminate; and (B) if an optionee incurs a
Termination of Employment for any reason other than death,
Disability, Retirement or for Cause, any Stock Option held by
such optionee, to the extent it was then exercisable at the time
of termination, or on such accelerated basis as the Committee may
determine, may be exercised for the lesser of three months from
the date of such Termination of Employment or the balance of such
Stock Option's term; provided, however, that if the optionee dies
within such three-month period, any unexercised Stock Option held
by such optionee shall, notwithstanding the expiration of such
three-month period, continue to be exercisable to the extent to
which it was exercisable at the time of death for a period of 12
months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the
shorter. Notwithstanding any other provision of this Plan to the
contrary, in the event an optionee incurs a Termination of
Employment other than for Cause during the 24-month period
following a Change in Control, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the
extent it was exercisable at the time of termination, including
on such accelerated basis as provided in Section 11 (a), for (x)
the longer of (i) one year from such date of termination or (ii)
such other period as may be provided in the Plan for such
Termination of Employment or as the Committee may provide in the
option agreement, or (y) until expiration of the stated term of
such Stock Option, whichever period is the shorter. If an
Incentive Stock Option is exercised after the expiration of the
post-termination exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be
treated as a NonQualified Stock Option.
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(j) Cashing Out of Stock Option. On receipt of written
notice of exercise, the Committee may elect to cash out all or
part of the portion of the shares of Common Stock for which a
Stock Option is being exercised by paying the optionee an amount,
in cash or Common Stock, equal to the excess of the Fair Market
Value of the Common Stock over the option price times the number
of shares of Common Stock for which the Option is being exercised
on the effective date of such cash-out.
(k) Change in Control Cash-Out. Notwithstanding any
other provision of the Plan, during the 60-day period from and
after a Change in Control (the "Exercise Period"), if the
Committee shall determine at the time of grant or thereafter, an
optionee shall have the right, whether or not the Stock Option is
fully exercisable and in lieu of the payment of the option price
for the shares of Common Stock being purchased under the Stock
Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to
the Company and to receive cash, within 5 days of such election,
in an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election
shall exceed the exercise price per share of Common Stock under
the Stock Option multiplied by the number of shares of Common
Stock granted under the Stock Option as to which the right
granted under this Section 5(k) shall have been exercised.
Notwithstanding the foregoing, if any right granted pursuant to
this Section 5(k) would make a Change in Control transaction
ineligible for pooling-of-interests accounting under APB No. 16
that but for the nature of such grant would otherwise be eligible
for such accounting treatment, the Committee shall have the
ability to substitute for the cash payable pursuant to such right
Common Stock with a Fair Market Value (as of the date of such
election) equal to the cash that would otherwise be payable
hereunder or, if necessary to preserve such accounting treatment,
otherwise modify or eliminate such right.
(l) Deferral of Option Shares. The Committee may from
time to time establish procedures pursuant to which an optionee
may elect to defer, until a time or times later than the exercise
of an Option, receipt of all or a portion of the shares of Common
Stock subject to such Option and/or to receive cash at such later
time or times in lieu of such deferred shares, all on such terms
and conditions as the Committee shall determine. If any such
deferrals are permitted, then notwithstanding Section 5(d) above,
an optionee who elects such deferral shall not have any rights as
a stockholder with respect to such deferred shares unless and
until shares are actually delivered to the optionee with respect
thereto, except to the extent otherwise determined by the
Committee.
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SECTION 6
STOCK APPRECIATION RIGHTS
(a) Grant and Exercise. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option
granted under the Plan. In the case of a NonQualified Stock
Option, such rights may be granted either at or after the time of
grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of
such Stock Option. A Stock Appreciation Right shall terminate
and no longer be exercisable upon the termination or exercise of
the related Stock Option.
A Stock Appreciation Right may be exercised by an
optionee in accordance with Section 6(b) by surrendering the
applicable portion of the related Stock Option in accordance with
procedures established by the Committee. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6(b). Stock
Options, which have been so surrendered, shall no longer be
exercisable to the extent the related Stock Appreciation Rights
have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights
shall be subject to such terms and conditions as shall be
determined by the Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable only
at such time or times and to the extent that the Stock
Options to which they relate are exercisable in accordance
with the provisions of Section 5 and this Section 6.
(ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive an amount in cash,
shares of Common Stock or both, in value equal to the excess
of the Fair Market Value of one share of Common Stock over
the option price per share specified in the related Stock
Option multiplied by the number of shares in respect of which
the Stock Appreciation Right shall have been exercised, with
the Committee having the right to determine the form of
payment.
(iii) Stock Appreciation Rights shall be transferable
only to permitted transferees of the underlying Stock Option
in accordance with Section 5(e).
(iv) Upon the exercise of a Stock Appreciation Right,
the Stock Option or part thereof to which such Stock
Appreciation Right is related shall be deemed to have been
exercised for the purpose of the limitation set forth in
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Section 3 on the number of shares of Common Stock to be
issued under the Plan, but only to the extent of the number
of shares covered by the Stock Appreciation Right at the time
of exercise based on the value of the Stock Appreciation
Right at such time.
SECTION 7
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 Eligible Individuals
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
Eligible Individual, the conditions for vesting, 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 7(c); provided, however, that, subject
to Section 7(c)(i) and Section 11(a)(ii), 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 in the event of a
participant's Termination of Employment by reason of Retirement,
Disability or death, or under other limited circumstances if the
Committee determines that such earlier vesting is necessary to
fulfill a legitimate corporate purpose such as the hiring or
retention of a key employee; provided, however, that the
Committee shall exercise its discretion (under this Section 7(a)
and Section 7(c)(i)) in these other limited circumstances with
respect to shares of Restricted Stock which in the aggregate do
not exceed 10% of the maximum number of shares of Common Stock
authorized for issuance in Section 3.
(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. 1999 Stock Incentive Plan and a
Restricted Stock Agreement. Copies of such Plan and
Agreement are on file at the offices of GreenPoint
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Financial Corp., 90 Park Avenue, New York, New York
10016-1303."
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 Common Stock covered by
such Award.
(c) Terms and Conditions. Shares of Restricted Stock
shall be subject to the following terms and conditions:
(i) The Committee may, prior to or at the time of
grant, designate an Award of Restricted Stock as a Qualified
Performance-Based Award, in which event it shall condition
the grant or vesting, as applicable, of such Restricted Stock
upon the attainment of Performance Goals. If the Committee
does not designate an Award of Restricted Stock as a
Qualified Performance-Based Award, it may also condition the
grant or vesting thereof upon the attainment of Performance
Goals. Subject to Section 11(a)(ii), no shares of Restricted
Stock, the vesting of which is conditioned upon the
attainment of Performance Goals, shall vest prior to one year
from the date of grant. Notwithstanding the previous
sentence, the Committee shall have discretion to permit
vesting of shares of Restricted Stock, the vesting of which
is conditioned upon the attainment of Performance Goals,
prior to one year from the date of grant in the event of a
participant's Termination of Employment by reason of
Retirement, Disability or death, or under other limited
circumstances if the Committee determines that such earlier
vesting is necessary to fulfill a legitimate corporate
purpose such as the hiring or retention of a key employee;
provided, however, that the Committee shall exercise its
discretion (under this Section 7(c)(i) and Section 7(a)) in
these other limited circumstances with respect to shares of
Restricted Stock which in the aggregate do not exceed 10% of
the maximum number of shares of Common Stock authorized for
issuance in Section 3. Regardless of whether an Award of
Restricted Stock is a Qualified Performance-Based Award, the
Committee may also condition the grant or vesting thereof
upon the continued service of the participant. The
conditions for grant or vesting and the other provisions of
Restricted Stock Awards (including without limitation any
applicable Performance Goals) need not be the same with
respect to each recipient. The Committee may at any time, in
its sole discretion, accelerate or waive, in whole or in
part, any of the foregoing restrictions, other than the
restriction period minimums described in Section 7(a) and
this Section 7(c)(i); provided, however, that in the case of
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Restricted Stock that is a Qualified Performance-Based Award,
the applicable Performance Goals have been satisfied with
respect to each participant who is a Covered Employee (other
than in the case of the participant's Disability or death).
(ii) Subject to the provisions of the Plan and the
Restricted Stock Agreement referred to in Section 7(c)(vi),
during the period, if any, set by the Committee, commencing
with the date of such Award for which such participant's
continued service is required (the "Restriction Period"), and
until the later of (A) the expiration of the Restriction
Period and (B) the date the applicable Performance Goals (if
any) are satisfied, the participant shall not be permitted to
sell, assign, transfer, pledge or otherwise encumber shares
of Restricted Stock.
(iii) Except as provided in Section 7(c)(i) through
7(c)(iii), the Restricted Stock Agreement, or as otherwise
determined by the Committee, 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 Common 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
and subject to Section 14(e) of the Plan, (A) cash dividends
on the class or series of Common Stock that is the subject of
the Restricted Stock Award shall be automatically deferred
and reinvested in additional Restricted Stock, held subject
to the vesting of the underlying Restricted Stock, or held
subject to meeting Performance Goals applicable only to
dividends, and (B) dividends payable in Common Stock shall be
paid in the form of Restricted Stock of the same class as the
Common Stock with which such dividend was paid, held subject
to the vesting of the underlying Restricted Stock, or held
subject to meeting Performance Goals applicable only to
dividends.
(iv) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement or Section 7(c)(i),
7(c)(ii) or 11(a)(ii), upon a participant's Termination of
Employment for any reason during the Restriction Period or
before the applicable Performance Goals are satisfied, all
shares still subject to restriction shall be forfeited by the
participant; provided, however, that the Committee shall have
the discretion to waive, in whole or in part, any or all
remaining restrictions (other than the restriction period
minimums set forth in Sections 7(a) and 7(c)(i), and, in the
case of Qualified Performance-Based Awards with respect to
which a participant is a Covered Employee, satisfaction of
the applicable Performance Goals unless the participant's
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employment is terminated by reason of death or Disability)
with respect to any or all of such participant's shares of
Restricted Stock.
(v) If and when any applicable Performance Goals are
satisfied and the Restriction Period expires without a prior
forfeiture of the Restricted Stock, unlegended certificates
for such shares shall be delivered to the participant upon
surrender of the legended certificates.
(vi) Each Award shall be confirmed by, and be subject
to, the terms of a Restricted Stock Agreement.
SECTION 8
PERFORMANCE UNITS
(a) Administration. Performance Units may be awarded
either alone or in addition to other Awards granted under the
Plan. The Committee shall determine the Eligible Individuals to
whom and the time or times at which Performance Units shall be
awarded, the number of Performance Units to be awarded to any
Eligible Individual, the duration of the Award Cycle and any
other terms and conditions of the Award, in addition to those
contained in Section 8(b).
(b) Terms and Conditions. Performance Units Awards
shall be subject to the following terms and conditions:
(i) The Committee may, prior to or at the time of the
grant, designate Performance Units as Qualified Performance-
Based Awards, in which event it shall condition the
settlement thereof upon the attainment of Performance Goals.
If the Committee does not designate Performance Units as
Qualified Performance-Based Awards, it may also condition the
settlement thereof upon the attainment of Performance Goals.
Regardless of whether Performance Units are Qualified
Performance-Based Awards, the Committee may also condition
the settlement thereof upon the continued service of the
participant. The provisions of such Awards (including
without limitation any applicable Performance Goals) need not
be the same with respect to each recipient. Subject to the
provisions of the Plan and the Performance Units Agreement
referred to in Section 8(b)(v), Performance Units may not be
sold, assigned, transferred, pledged or otherwise encumbered
during the Award Cycle. Subject to Section 11(a)(iii), no
Performance Units may be earned prior to three years from the
date of grant (or one year from the date of grant if the
settlement thereof is conditioned upon the attainment of
Performance Goals). Notwithstanding the previous sentence,
the Committee shall have the discretion to permit Performance
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Units to be earned and payable in full in the event the
participant's employment is terminated by reason of
Disability or death. No more than 100,000 shares of Common
Stock may be granted as Qualified Performance-Based Awards to
any participant in any calendar year.
(ii) Except to the extent otherwise provided in the
applicable Performance Units Agreement or Section 8(b)(iii)
or 11(a)(iii), upon a participant's Termination of Employment
for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied, all rights to
receive cash or stock in settlement of the Performance Units
shall be forfeited by the participant; provided, however,
that the Committee shall have the discretion to waive, in
whole or in part, any or all remaining payment limitations
(other than the restriction period minimums set forth in
Section 8(b)(i), and, in the case of Performance Units that
are Qualified Performance-Based Awards, satisfaction of the
applicable Performance Goals unless the participant's
employment is terminated by reason of Disability or death)
with respect to any or all of such participant's Performance
Units.
(iii) A participant may elect to further defer receipt
of cash or shares in settlement of Performance Units for a
specified period or until a specified event, subject in each
case to the Committee's approval and to such terms as are
determined by the Committee. Subject to any exceptions
adopted by the Committee, such election must generally be
made prior to commencement of the Award Cycle for the
Performance Units in question.
(iv) At the expiration of the Award Cycle, the Committee
shall evaluate the Company's performance in light of any
Performance Goals for such Award, and shall determine the
number of Performance Units granted to the participant which
have been earned, and the Committee shall then cause to be
delivered (A) a number of shares of Common Stock equal to the
number of Performance Units determined by the Committee to
have been earned, or (B) cash equal to the Fair Market Value
of such number of shares of Common Stock to the participant,
as the Committee shall elect (subject to any deferral
pursuant to Section 8(b)(iii)).
(v) Each Award shall be confirmed by, and be subject to,
the terms of a Performance Units Agreement.
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SECTION 9
TAX OFFSET BONUSES
At the time an Award is made hereunder or at any time
thereafter, the Committee may grant to the participant receiving
such Award the right to receive a cash payment in an amount
specified by the Committee, to be paid at such time or times (if
ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay
the resulting taxes, all as determined by the Committee and on
such other terms and conditions as the Committee shall determine.
SECTION 10
OTHER STOCK-BASED AWARDS
Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are otherwise
based upon, Common Stock, including (without limitation) dividend
equivalents and convertible debentures, may be granted either
alone or in conjunction with other Awards granted under the Plan.
In the event that an Award is granted under this Section 10 to a
participant who is an officer, the Award shall be granted in lieu
of additional cash compensation to the officer for services.
SECTION 11
CHANGE IN CONTROL PROVISIONS
(a) Impact of Event. Notwithstanding any other
provision of the Plan to the contrary, in the event of a Change
in Control:
(i) Any Stock options and Stock Appreciation Rights
outstanding as of the date such Change in Control is determined
to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of
the original giant.
(ii) The restrictions and deferral limitations
applicable to any Restricted Stock shall lapse, and such
Restricted Stock shall become free of all restrictions and become
fully vested and transferable to the full extent of the original
grant.
(iii) All Performance Units shall be considered to be
earned and payable in full based upon maximum performance, and
any deferral or other restriction shall lapse and such
Performance Units shall be settled in cash (or shares of Common
Stock at the Committee's election) as promptly as is practicable.
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<PAGE>
(iv) The Committee may also make additional adjustments
and/or settlements of outstanding Awards as it deems appropriate
and consistent with the Plan's purposes.
(b) Definition of Change in Control. For purposes of the
Plan, a "Change in Control" shall mean the happening of any of
the following events:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of 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 (A) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (B) 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 (i), the following acquisitions
shall not constitute a Change in Control: (1) any acquisition
directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition
by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) of this
Section 11(b); or
(ii) Individuals who, as of the effective date of the
Plan, 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 the effective date of the Plan 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
(iii) 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, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
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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 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, (B) 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 (C) 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
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Change in Control Price. For purposes of the Plan,
"Change in Control Price" means the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite
Tape or other national exchange on which such shares are listed
or on NASDAQ during the 60-day period prior to and including the
date of a Change in Control or (ii) if the Change in Control is
the result of a tender or exchange offer or a Corporate
Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction; provided,
however, that in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, the
Change in Control Price shall be in all cases the Fair Market
Value of the Common Stock on the date such Incentive Stock Option
or Stock Appreciation Right is exercised. To the extent that the
consideration paid in any such transaction described above
consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash
22
<PAGE>
consideration shall be determined in the sole discretion of the
Board.
SECTION 12
TERM, AMENDMENT AND TERMINATION
The Plan will terminate on the tenth anniversary of the
effective date of the Plan. Under the Plan, Awards outstanding
as of such date shall not be affected or impaired by the
termination of the Plan.
The Board may amend, alter, or discontinue the Plan, but
no amendment, alteration or discontinuation shall be made which
would impair the rights of an optionee under a Stock Option or a
recipient of a Stock Appreciation Right, Restricted Stock Award,
Performance Unit Award or other stock-based Award theretofore
granted without the optionee's or recipient's consent, except
such an amendment made to comply with applicable law, stock
exchange rules or accounting rules. In addition, no such
amendment shall be made without the approval of the Company's
stockholders to the extent such approval is required by
applicable law or stock exchange rules; provided, however, that
stockholder approval shall be required for any amendment which
(i) increases the maximum number of shares for which Awards may
be granted under the Plan (subject, however, to the provisions of
Section 3 hereof), (ii) reduces the exercise price at which Stock
Options may be granted (subject, however, to the provisions of
Section 3 hereof), (iii) extends the period during which Stock
Options may be granted or exercised beyond the times originally
prescribed, (iv) changes the persons eligible to participate in
the Plan, or (v) materially increases the benefits accruing to
participants under the Plan.
Subject to the repricing restrictions in Section 2(e)(i)
and the restriction period minimums described in Sections 7(a),
7(c)(i) and 8(b)(i), the Committee may amend the terms of any
Stock Option or other Award theretofore granted, prospectively or
retroactively, but no such amendment shall cause a Qualified
Performance-Based Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the
holder's consent except such an amendment made to cause the Plan
or Award to comply with applicable law, stock exchange rules or
accounting rules.
Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account changes in law
and tax and accounting rules as well as other developments, and
to grant Awards which qualify for beneficial treatment under such
rules without stockholder approval.
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SECTION 13
UNFUNDED STATUS OF PLAN
It is presently intended that the Plan constitute an
"unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded"
status of the Plan.
SECTION 14
GENERAL PROVISIONS
(a) The Committee may require each person purchasing or
receiving shares pursuant to an Award to represent to and agree
with the Company in writing that such person is acquiring the
shares without a view to the distribution thereof. The
certificates for such shares may include any legend that the
Committee deems appropriate to reflect any restrictions on
transfer.
Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:
(1) Listing or approval for listing upon notice of
issuance, of such shares on the New York Stock Exchange,
Inc., or such other securities exchange as may at the time be
the principal market for the Common Stock;
(2) Any registration or other qualification of such
shares of the Company under any state or federal law or
regulation, or the maintaining in effect of any such
registration or other qualification which the Committee
shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and
(3) Obtaining any other consent, approval, or permit
from any state or federal governmental agency, which the
Committee shall, in its absolute discretion after receiving
the advice of counsel, determine to be necessary or
advisable.
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<PAGE>
(b) Nothing contained in the Plan shall prevent the
Company or any Subsidiary or Affiliate from adopting other or
additional compensation arrangements for its employees.
(c) The Plan shall not constitute a contract of
employment, and adoption of the Plan shall not confer upon any
employee any right to continued employment, nor shall it
interfere in any way with the right of the Company or any
Subsidiary or Affiliate to terminate the employment of any
employee at any time.
(d) No later than the date as of which an amount first
becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the
Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment
of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount.
Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common
Stock that is part of the Award that gives rise to the
withholding requirement. The obligations of the Company under
the Plan shall be conditional on such payment or arrangements,
and the Company and its Subsidiaries and Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the participant. The Committee
may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding
obligations with Common Stock.
(e) Reinvestment of dividends in additional Restricted
Stock at the time of any dividend payment shall only be
permissible if sufficient shares of Common Stock are available
under Section 3 for such reinvestment (taking into account then
outstanding Stock Options and other Awards).
(f) The Committee shall establish such procedures as it
deems appropriate for a participant to designate a beneficiary to
whom any amounts payable in the event of the participant's death
are to be paid or by whom any rights of the participant, after
the participant's death, may be exercised.
(g) In the case of a grant of an Award to any employee
of a Subsidiary of the Company, the Company may, if the Committee
so directs, issue or transfer the shares of Common Stock, if any,
covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of
Common Stock to the employee in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of
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<PAGE>
the Plan. All shares of Common Stock underlying Awards that are
forfeited or canceled should revert to the Company.
(h) The Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to
principles of conflict of laws.
(i) Except as otherwise provided in Section 5(e) or
6(b)(iii) or by the Committee, Awards under the Plan are not
transferable except by will or by the laws of descent and
distribution.
(j) In the event an Award is granted to an Eligible
Individual who is employed or providing services outside the
United States and who is not compensated from a payroll
maintained in the United States, the Committee may, in its sole
discretion, modify the provisions of the Plan as they pertain to
such individual to comply with applicable foreign law.
SECTION 15
EFFECTIVE DATE OF PLAN
The Plan shall be effective as of the date it is adopted
by the Board, subject to the approval of the Company's
stockholders.
26
01599003.AA0
<PAGE>
[Letterhead of GreenPoint Financial Corp.]
April 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
GreenPoint Financial Corp. 1999 Stock Incentive Plan
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 shares (the
"Shares") of Common Stock, par value $.01 per share, of the
Corporation issuable pursuant to the GreenPoint Financial Corp.
1999 Stock Incentive Plan (the "Plan").
For purposes of this opinion, I, or attorneys under my
supervision, have participated in the preparation of this
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 that Registration Statement.
Very truly yours,
/s/ Howard C. Bluver
Howard C. Bluver
2
00995003.AH0
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
20, 2000 relating to the financial statements, which appears on
page 58 of the 1999 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, 1999.
/s/ PricewaterhouseCoopers LLP
New York, New York
April 11, 2000
00995003.AG5
