-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VID9+e164aYGRU6v7XHyv1WYtAHwCRCqZjch/+AyFq5Uqp6oaKimyvAt7n+iwwfF 18vXtJhBCMUwWVCXFt8UJg== /in/edgar/work/20000616/0000927025-00-000099/0000927025-00-000099.txt : 20000919 0000927025-00-000099.hdr.sgml : 20000919 ACCESSION NUMBER: 0000927025-00-000099 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000616 EFFECTIVENESS DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39536 FILM NUMBER: 656640 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 16, 2000 Registration No. 333-____ ________________________________________________________________ ________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTH FORK BANCORPORATION, INC. (Exact name of registrant as specified in its charter) Delaware 36-3154608 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 275 Broad Hollow Road, Melville, New York 11747 (Address of Principal Executive Offices) (Zip Code) NORTH FORK BANCORPORATION, INC. 1999 STOCK COMPENSATION PLAN (Full title of the plan) John Adam Kanas Chairman, President and Chief Executive Officer 275 Broad Hollow Road, Melville, New York 11747 (Name and address of agent for service) (631) 844-1004 (Telephone number, including area code, of agent for service) Please send copies of all correspondence to: Stinson, Mag & Fizzell, P.C. 100 South Fourth Street, Suite 700 St. Louis, Missouri 63102 Attention: Thomas B. Kinsock, Esq. (314) 259-4500 ________________________________________________________________ ________________________________________________________________ CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM TITLE OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE (3) Common Stock 5,000,000 $15.88 $79,400,000 $20,961.60 $.01 par value shares (1) Represents maximum number of shares of Common Stock available for issuance under the North Fork Bancorporation, Inc. 1999 Stock Compensation Plan. (2) Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated in accordance with Rule 457(h) under the Securities Act of 1933, and is based upon the average of the high and low prices per share of the Registrant's Common Stock as reported on the New York Stock Exchange on June 15, 2000. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows 0.0264% of $79,400,000, the Proposed Maximum Aggregate Offering Price of the shares of stock registered hereby. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference: (a) The Registrant's latest annual report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) The description of the Registrant's common stock which is contained in the registration statement filed by the Registrant under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that also is incorporated by reference herein 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 Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") generally provides that a corporation may indemnify directors, officers, employees or agents against liabilities they may incur in such capacities provided certain standards are met, including good faith and the reasonable belief that the particular action was in, or not opposed to, the best interests of the corporation. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth above, except that no indemnification may 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 Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Section 145 of the DGCL further provides that, among other things, to the extent that a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that a corporation is empowered to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify against such liability under Section 145. Indemnification as described above shall be granted in a specific case only upon a determination that indemnification is proper under the circumstances using the applicable standard of conduct which is made by (a) a majority of directors who were not parties to such proceeding, (b) independent legal counsel in a written opinion if there are no such disinterested directors or if such disinterested directors so direct, or (c) the shareholders. Article 8.1 of the Bylaws of the Registrant provides that the Registrant shall 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 by reason of the fact that he or she is or was a director or officer of the Registrant against expenses (including attorneys' fees), judgments, fines and settlement payments actually and reasonably incurred by him or her to the fullest extent permitted by the DGCL and any other applicable law, as may be in effect from time to time. Article 8.2 of the Bylaws of the Registrant provides that the Registrant may 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 by reason of the fact that he or she is or was an employee or agent of the Registrant or is serving at the request of the Registrant 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 him or her to the extent permitted by the DGCL, and any other applicable law as may be in effect from time to time. Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the certificate of incorporation of a corporation to provide that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (dealing with unlawful dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. Article 10 of the Registrant's Certificate of Incorporation provides that, subject only to the express prohibitions on elimination or limitation of liability of directors set forth in Section 102(b)(7), as the same may be amended from time to time, directors shall not be liable for monetary damages in excess of $25,000 per occurrence resulting from a breach of their fiduciary duties. The Registrant maintains a director and officer liability insurance policy providing for the insurance on behalf of any person who is or was a director or officer of the Registrant and subsidiary companies against any liability incurred by such person in any such capacity or arising out of such person's status as such. The insurer's limit of liability under the policy is $10 million, with an additional $10 million excess policy, in the aggregate for all insured losses per year. The policy contains various reporting requirements and exclusions. Section 8(k) of the Federal Deposit Insurance Act (the "FDI Act") provides that the FDIC may prohibit or limit, by regulation or order, payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution, or others who are or were "institution-affiliated parties," as defined under the FDI Act, if such payments are on behalf of or in reimbursement of such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order against the person. The FDIC has adopted regulations prohibiting, subject to certain exceptions, insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees for any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS See Exhibit Index. 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; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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)-(g) Not Applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of 1933 and will be governed by the final adjudication of such issue. (i) Not Applicable. (j) Not Applicable. SIGNATURES The Registrant. 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 the City of Melville, State of New York, on May 23, 2000. NORTH FORK BANCORPORATION, INC. By: /s/ John Adam Kanas John Adam Kanas Chairman, President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of North Fork Bancorporation, Inc., hereby severally and individually constitute and appoint John Adam Kanas and Daniel M. Healy and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE Chairman, /s/ John Adam Kanas President, May 23, 2000 John Adam Kanas Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President, /s/ Daniel M. Healy Chief Financial May 23, 2000 Daniel M. Healy Officer and Director (Principal Financial and Accounting Officer) /s/ Park T. Adikes Director May 23, 2000 Park T. Adikes /s/ John Bohlsen Director May 23, 2000 John Bohlsen /s/ Irvin L. Cherashore Director May 23, 2000 Irvin L. Cherashore /s/ Allan C. Dickerson Director May 23, 2000 Allan C. Dickerson /s/ Lloyd A. Gerard Director May 23, 2000 Lloyd A. Gerard /s/ Patrick E. Malloy, III Director May 23, 2000 Patrick E. Malloy, III /s/ Raymond A. Nielson Director May 23, 2000 Raymond A. Nielson /s/ James F. Reeve Director May 23, 2000 James F. Reeve /s/ George H. Rowsom Director May 23, 2000 George H. Rowsom /s/ Kurt R. Schmeller Director May 23, 2000 Kurt R. Schmeller /s/ Raymond W. Terry, Jr. Director May 23, 2000 Raymond W. Terry, Jr. FORM S-8 NORTH FORK BANCORPORATION, INC. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE 4.1 North Fork Bancorporation, Inc. 1999 Stock Compensation Plan. 5.1 Opinion of Stinson, Mag & Fizzell, P.C. 23.1 Consent of KPMG, LLP, independent auditors. 23.2 Consent of KPMG, LLP, independent auditors. 23.3 Consent of Stinson, Mag & Fizzell, P.C.(included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the registration statement). EX-4.1 2 0002.txt NORTH FORK BANCORPORATION, INC. 1999 STOCK COMPENSATION PLAN SECTION 1. ESTABLISHMENT AND PURPOSE North Fork Bancorporation, Inc. (the "Company") hereby establishes a long term incentive plan to be named the North Fork Bancorporation, Inc. 1999 Stock Compensation Plan (the "Plan"), for employees of the Company and its subsidiaries. The purpose of this Plan is to encourage those employees who are given awards by the committee administering the Plan to acquire and maintain an interest in the Common Stock of the Company and thus to have additional incentive to continue to work for the success of the Company and its subsidiaries. SECTION 2. DEFINITIONS Whenever used herein, the following terms shall have the respective meanings set forth below: (a) AWARD means any Option or Restricted Stock or right to receive either granted under the Plan. (b) AWARD AGREEMENT means the written agreement evidencing an Award under the Plan, which shall be executed by the Company and the Award Holder. Award Holder shall mean the Employee or other eligible individual designated to receive an Award under the Plan or any permitted transferee of such Award. (c) BOARD means the Board of Directors of the Company. (d) CODE means the Internal Revenue Code of 1986, as amended and in effect from time to time. (e) COMMITTEE means the Stock and Compensation Committee of the Board, or any successor to such Committee, the members of which shall be elected by the Board. (f) COMPANY means North Fork Bancorporation, Inc., a Delaware corporation. (g) EMPLOYEE means a salaried employee (including officers and directors who are also employees) of the Company or any Subsidiary. (h) EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. (i) EXERCISE PRICE of an Option means a price fixed by the Committee upon grant of the Option as the purchase price for Stock under the Option, as such may be adjusted under Section 10 of the Plan. (j) FAIR MARKET VALUE means, for any particular day, (i) for any period during which the Stock shall be listed for trading on a national securities exchange, the average of the high and low price per share of Stock on such exchange on such day, (ii) for any period during which the Stock shall not be listed for trading on a national securities exchange, but when prices for the Stock shall be reported by the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the average of the high and low transaction price per share as quoted by the National Market System of NASDAQ for such day, (iii) for any period during which the Stock shall not be listed for trading on a national securities exchange or its price reported by the National Market System of NASDAQ, but when prices for the Stock shall be reported by NASDAQ, the average of the high and low bid price per share as reported by NASDAQ for such day, or (iv) in the event none of (i), (ii) and (iii) above shall be applicable, the fair market price per share of Stock for such day as determined by the Board of Directors. If Fair Market Value is to be determined as of a day when the securities markets are not open, the Fair Market Value on that day shall be the Fair Market Value on the nearest preceding day when the markets were open. (k) OPTION means the right to purchase Stock at the Exercise Price for a specified period of time and subject to specified conditions. For purposes of the Plan, all Options shall be so-called nonqualified (or nonstatutory) stock options, not qualifying as "incentive stock options" under Section 422 of the Code. (l) ORIGINAL ISSUE SHARES means shares of Stock authorized for issuance but unissued by the Company. (m) PERIOD OF RESTRICTION means the period during which Restricted Stock is subject to forfeiture under Section 9 of the Plan. (n) REPORTING PERSON means a person subject to Section 16 of the Exchange Act. (o) RESTRICTED STOCK means shares of Stock awarded under the Plan that are subject to certain risks of forfeiture during a Period of Restriction, as provided in Section 9 of the Plan, and which cease to be shares of Restricted Stock upon expiration of the Period of Restriction. (p) RULE 16B-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act, or any successor regulation. (q) STOCK means the Common Stock of the Company. (r) SUBSIDIARY means a subsidiary corporation of the Company as defined in Section 424(f) of the Code. (s) TAXABLE EVENT means an event relating to an Award granted under the Plan which requires federal, state or local tax to be withheld by the Company or a Subsidiary. (t) TERMINATED FOR CAUSE means, (i) for Employees serving under an employment agreement containing a provision for termination of employment for "cause," termination of employment of the Employee for "cause" pursuant to such provision, and (ii) for other Employees, termination of employment of the Employee by a two-thirds vote of the entire Board of Directors of the Company or the Subsidiary employing such Employee, expressly for one or both of the following "causes," as evidenced in a certified resolution of the Board: (A) any willful misconduct by the Employee which is materially injurious to the Company or the Subsidiary, monetarily or otherwise; or (B) conviction of the Employee with no further possibility of appeal of any felony under applicable state or federal banking or financial institution laws, or the agreement of the Employee to plead guilty to any such felony. (u) TREASURY SHARES means shares of Stock previously issued but currently held by the Company in the treasury. SECTION 3. ADMINISTRATION The Plan will be administered by the Committee. The determinations of the Committee shall be made in accordance with its judgment as to the best interests of the Company and its stockholders and in accordance with the purposes of the Plan. Notwithstanding the foregoing, the Committee in its discretion may delegate to the President or other appropriate officers of the Company or any Subsidiary the authority to make any or all determinations under the Plan (including the decision to grant Awards and types of Awards granted) with respect and only with respect to persons receiving Awards or Award Holders (other than the delegatees) who are not Reporting Persons, notwithstanding the fact that the delegatees may themselves be persons eligible to receive Awards under the Plan and/or Reporting Persons. A majority of members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, and all actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons. SECTION 4. SHARES AUTHORIZED FOR AWARDS (a) The maximum number of Original Issue Shares available for Awards under the Plan is 4,000,000 shares and there is hereby reserved on the books of the Company for issuance under the Plan out of authorized but unissued shares an aggregate of 4,000,000 shares of Stock. (b) In addition to the authorized Original Issue Shares referred to in subparagraph (a), above, up to 1,000,000 Treasury Shares may be issued from time to time pursuant to Awards granted under the Plan without thereby diminishing the number of Original Issue Shares authorized for issuance under the Plan. Treasury Shares in excess of 1,000,000 also may be issued pursuant to Awards granted under the Plan, PROVIDED THAT in the event of any such issuance of excess Treasury Shares, the number of Original Issue Shares remaining available for issuance under the Plan (and the number of shares of Stock reserved on the books of the Company for such issuance) shall be reduced PARI PASSU, with a reduction of one share of available Original Issue Shares for each share of excess Treasury Shares thus issued, and PROVIDED FURTHER THAT no excess Treasury Shares may be issued if there are no remaining Original Issue Shares available for Awards granted under the Plan. (c) The maximum number of shares of Stock that may be awarded under the Plan in the form of Restricted Stock, whether issued as Treasury Shares, excess Treasury Shares or Original Issue Shares, shall be 3,300,000. (d) For purposes of determining from time to time the number of shares available for Awards under the Plan, shares of Stock underlying outstanding but unexercised Options previously granted under the Plan shall be deemed Original Issue Shares, except in the event and to the extent that the Award Agreements for any such unexercised Options may specifically provide that shares issuable upon exercise of such Options must be Treasury Shares. Shares actually issued by the Company upon exercise of any Option granted under the Plan may be Original Issue Shares or Treasury Shares as the Committee may determine in its discretion from time to time, unless the relevant Award Agreement specifies that the shares of Stock issuable upon exercise thereof shall be Original Issue Shares or Treasury Shares. (e) Upon termination or cancellation of outstanding unexercised Options previously granted under the Plan, the shares of Stock underlying such Options shall be returned to the Plan as Original Issue Shares available for future grants of Awards thereunder, PROVIDED THAT, if the Award Agreement pertaining to any such terminated or cancelled Option specifies that shares of Stock issuable upon exercise thereof shall be Treasury Shares, upon termination or cancellation of such Option the underlying shares shall be returned to the Plan as available Treasury Shares. (f) If payment of the Exercise Price of any Option granted under the Plan is satisfied, upon exercise of such Option, by a deemed surrender to the Company by the Holder of shares of Stock previously owned by the party exercising the Option, the number of shares of Stock deemed surrendered shall be returned to the Plan as Original Issue Shares available for future grants of Awards thereunder. If payment of the Exercise Price of any such Option is satisfied upon exercise by an actual surrender of shares of Stock previously owned by the party exercising the Option, such number of shares actually surrendered shall be returned to the Plan as Treasury Shares available for future grants of Awards thereunder. (g) If shares of Restricted Stock granted under the Plan are forfeited prior to the vesting thereof, the number of shares of Restricted Stock thus forfeited shall be returned to the Plan as Treasury Shares available for future grants of Awards thereunder, regardless of whether such shares of Restricted Stock, when initially awarded to the forfeiting Holder, were Treasury Shares, excess Treasury Shares or Original Issue Shares. Such returned Treasury Shares may be the subject of and issued pursuant to future Plan Awards without regard to the numerical limitations of subparagraph (b), above, and shall not be treated upon issuance as excess Treasury Shares under subparagraph (b), regardless of the number of Treasury Shares previously awarded under the Plan. SECTION 5. RECIPIENTS OF AWARDS (a) Any Employee of the Company or any Subsidiary of the Company will be eligible to receive one or more Awards under the Plan if the Committee determines in its sole discretion that the job performance of such Employee is likely to be significantly enhanced by the latter's receipt of such Awards. Designation of an Employee as a Participant to receive an Award in any year shall not require the Committee to designate such Employee to receive an Award in any other year or to designate any other Employee to receive an Award in such year or any other year. The Committee shall consider such factors as it deems pertinent in selecting Employees to receive Awards and determining the type and amount of their respective Awards. (b) The Committee in its discretion may grant one or more Awards to an individual, in connection with the hiring or potential hiring of such individual by the Company or any Subsidiary, prior to the date the latter becomes an Employee and first performs services for the Company or such Subsidiary, provided that no such Award shall become vested or exercisable prior to a date established by the Committee upon grant, which date shall not be earlier than the day 60 days after the date on which the individual first becomes an Employee of the Company or such Subsidiary. (c) The Committee may grant one or more Awards to any consultant, advisor or other person providing key services to the Company or a Subsidiary, but only to the extent such grant does not prohibit the Company from using a registration statement on Form S-8, or any successor form, to register with the Securities and Exchange Commission the shares of Stock authorized under the Plan. (d) No individual may receive under the Plan Awards relating to more than 1,250,000 shares of Stock in the aggregate, as adjusted from time to time in accordance with Section 10 of the Plan. SECTION 6. TYPES OF AWARDS The following Awards, and rights thereto, may be granted under the Plan in any proportion: Options and Restricted Stock, as further described below. Except as specifically limited elsewhere in this Plan, the Committee shall have complete discretion in determining the type and number of Awards to be granted to any eligible person and, subject to the provisions of the Plan, the terms and conditions of each Award, which terms and conditions need not be uniform as among different recipients of Awards or different Awards of the same general type. Each Award shall be evidenced by an Award Agreement, as provided in Section 7 of the Plan. From time to time, as the Committee deems appropriate and in the best long-term interests of the Company and its stockholders, the Committee may elect to modify or waive one or more terms or conditions of an outstanding Award previously granted under the Plan, provided that (i) no such modification or waiver shall give the holder of any other Award granted under the Plan any right to a similar modification or waiver, (ii) no such modification or waiver of an Award shall involve a change in the number of shares subject to the Award or a change in the Exercise Price of an Option or the purchase price, if any, of Restricted Stock which is the subject of the Award, and (iii) any such modification or waiver which is adverse or arguably adverse to the interests of the Award Holder shall not be effective unless and until the Award Holder shall consent thereto in writing. SECTION 7. AWARD AGREEMENTS As soon as practicable after the grant of an Award, the Company shall notify the recipient of such grant and thereafter shall hand deliver or mail to the recipient an Award Agreement, duly executed by and on behalf of the Company, with the request that the recipient execute the Agreement within 30 days after the date of mailing or delivery by the Company and return the same to the Company. The date of execution and return of the Award Agreement shall not necessarily be or affect the date of grant of the Award, which may precede such date of execution and return, as the Committee may determine. If the recipient shall fail to execute and return to the Company the Award Agreement within said 30-day period, the Committee may elect to treat the Award as void and never granted. If an Award granted under the Plan is eligible for transfer and the subject of a proposed eligible transfer, no such transfer shall be or become effective until and unless the permitted transferee shall have duly executed and returned to the Company an Award Agreement in a form acceptable to the Committee. SECTION 8. STOCK OPTIONS (a) Options shall consist of Options to purchase shares of Stock at an Exercise Price established by the Committee upon grant, which Exercise Price shall not be less than, but may be more than, 100 percent of the Fair Market Value of the Stock on the date of grant. (b) The Committee shall establish upon grant the period of time during which an Option will be exercisable by the Award Holder, provided that no Option shall continue to be exercisable, in whole or in part, later than ten years after the date of grant. Subject to these limitations, the Committee may provide, upon grant of an Option, that full exercisability will be phased in and/or phased out over some designated period of time. The Committee also may provide upon grant that exercisability of an Option will be accelerated, to the extent such Option is not already then exercisable, upon the subsequent occurrence of a "change in control" of the Company, as defined by the Committee, or such other occurrence as the Committee may specify. Generally, exercisability of an Option granted to an Employee also shall be conditioned upon continuity of employment by the original recipient of the Award with the Company and its Subsidiaries, provided that, if the Committee so provides upon grant, exercisability of such an Option may continue for some designated period of time after termination of employment, within the following limitations: (i) if employment is terminated other than due to the death of the original recipient, exercisability may be extended to not more than one year after termination; and (ii) if employment is terminated due to the death of the original recipient, exercisability may be extended to the normal end of the exercise period. However, in no event may any Option continue to be exercisable more than ten years after the date of grant. In addition, no Option granted to an Employee may be exercisable after Termination for Cause of such Employee. Leaves of absence granted by the Company for military service or illness and transfers of employment between the Company and any Subsidiary shall not constitute termination of employment. (c) Upon exercise of an Option, in whole or in part, the Exercise Price with respect to the number of shares as to which the Option is then being exercised may be paid by check or, if the Award Holder so elects and the Committee shall have authorized such form of payment, in whole or in part by surrender to the Company of shares of Stock owned prior to exercise by the Award Holder. Any previously-owned shares of Stock to be used in full or partial payment of the Exercise Price shall be valued at the Fair Market Value of the Stock on the date of exercise. In lieu of the actual surrender of shares of Stock by the Award Holder to the Company in any such stock-for-stock exercise, the Award Holder may, with the consent of the Committee, in lieu of surrendering some number of previously-owned shares of Stock, affirm to the Company the Award Holder's ownership of such number of shares, in which event the Company, upon its delivery of the shares of Stock as to which the Option is being exercised, deduct from the number of shares otherwise deliverable the number of shares affirmed but not surrendered by the Award Holder. Delivery by the Company of shares of Stock upon exercise of an Option shall be made to the person exercising the Option or the designee of such person subject to such terms, conditions, restrictions and contingencies as the Committee may provide in the Award Agreement. If so provided by the Committee upon grant of the Option, the shares delivered upon exercise may be subject to certain restrictions upon subsequent transfer or sale by the Award Holder. (d) The Committee may require reasonable advance notice of exercise of an Option, normally not to exceed three calendar days, and may condition exercise of an Option upon the availability of an effective registration statement or exemption from registration under applicable federal and state securities laws relating to the Stock being issued upon exercise. SECTION 9. RESTRICTED STOCK (a) Restricted Stock shall consist of Stock or rights to Stock awarded under the Plan by the Committee which, during a Period of Restriction specified by the Committee upon grant, shall be subject to forfeiture by the Award Holder to the Company if the recipient ceases to be employed by the Company and its Subsidiaries prior to the lapse of such restrictions. Restricted Stock normally will not be transferable or assignable during the Period of Restriction. Restricted Stock may be granted at no cost to Participants or, if subject to a purchase price, such price shall not exceed the par value of the Stock and may be payable by the recipient to the Company in cash or by any other means, including recognition of past employment, as the Committee deems appropriate. The Committee may provide upon grant of an Award of Restricted Stock that any shares of Restricted Stock as may be purchased by the recipient thereunder and subsequently forfeited by the recipient prior to expiration of the Period of Restriction shall be reacquired by the Company at the purchase price originally paid in cash by the recipient therefor. (b) The minimum Period of Restriction for Restricted Stock shall be three years from the date of grant of the Award. The Committee may provide upon grant of an Award of Restricted Stock that different numbers or portions of the shares subject to the Award shall have different Periods of Restriction. The Committee also may establish upon grant of an Award of Restricted Stock that some or all of the shares subject thereto shall be subject to additional restrictions upon transfer or sale (although not to forfeiture) after expiration of the Period of Restriction. (c) The Award Holder of Restricted Stock shall be entitled to all dividends declared and paid on Stock generally with respect to all shares of Restricted Stock held thereby, from and after the date of grant of such Award, or from and after such later date or dates as may be specified by the Committee in the Award, and the Award Holder shall not be required to return any such dividends to the Company in the event of forfeiture of the Restricted Stock. (d) The Award Holder of Restricted Stock shall be entitled to vote all shares of Restricted Stock held thereby from and after the date of grant of such Award, or from and after such later date or dates as may be specified by the Committee in the Award. (e) Pending expiration of the Period of Restriction, certificates representing shares of Restricted Stock shall be held by the Company or the transfer agent for the Stock. Upon expiration of the Period of Restriction for any such shares, certificates representing such shall be delivered to the Award Holder or the permitted transferee, assignee or beneficiary thereof. SECTION 10. ADJUSTMENT PROVISIONS (a) If the Company shall at any time change the number of issued shares of Stock without new consideration to the Company (such as by a stock dividend or stock split), the total number of shares reserved for issuance under the Plan, the maximum number of shares available for issuance as Restricted Stock, the maximum number of shares available for Award of Options to any individual under the Plan and the number of shares (and, in the case of Options, the Exercise Price) covered by each outstanding Award shall be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Award to the Award Holder shall not be changed. Awards may also contain provisions for their continuation or for other equitable adjustments after changes in the Stock resulting from reorganization, sale, merger, consolidation, issuance of stock rights or warrants or similar occurrence. (b) Notwithstanding any other provision of this Plan, and without affecting the number of shares reserved or available for issuance hereunder, the Board of Directors shall use best efforts to authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization involving the liquidation, discontinuation, merger out of existence or fundamental corporate restructuring of the Company, upon such terms and conditions as it may deem appropriate. SECTION 11. TRANSFERS OF AWARDS Subject to any overriding restrictions and conditions as may be established from time to time by the Board of Directors, the Committee may determine that any Award granted under the Plan may be transferable, in the case of an Option, prior to exercise thereof, and in the case of Restricted Stock, prior to expiration of the Period of Restriction therefor, under such terms and conditions as the Committee may specify. Unless the Committee shall specifically determine that an Award is thus transferable by the original recipient thereof, each Award granted under the Plan shall not be transferable by the original recipient thereof, otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the recipient's lifetime, only by the recipient. In the event of the death of an Award Holder holding an unexercised Option, exercise of the Option may be made only by the executor or administrator of the estate of the Award Holder or the person or persons to whom the deceased Award Holder's rights under the Option shall pass by will or the laws of descent and distribution, and such exercise may be made only to the extent that the deceased Award Holder was entitled to exercise such Option at the date of death. If and to the extent the Committee shall so provide upon grant, the Period of Restriction for Restricted Stock may be foreshortened upon the death of the Award Holder during the Period of Restriction, such that the Stock shall be deemed not to be forfeited and no longer to be Restricted Stock as of the date of death. SECTION 12. TAXES The Company shall be entitled to withhold, and shall withhold, the minimum amount of any federal, state or local tax attributable to any shares deliverable under the Plan, whether upon exercise of an Option or expiration of a Period of Restriction for Restricted Stock or occurrence of any other Taxable Event, after giving the person entitled to receive such delivery notice as far in advance of the Taxable Event as practicable, and the Company may defer making delivery as to any Award, if any such tax is payable, until indemnified to its satisfaction. Such withholding obligation of the Company may be satisfied by any reasonable method, including, if the Committee so provides upon grant of the Award, reducing the number of shares otherwise deliverable to or on behalf of the Award Holder on such Taxable Event by a number of shares of Stock having a fair value, based on the Fair Market Value of the Stock on the date of such Taxable Event, equal to the amount of such withholding obligation. SECTION 13. NO RIGHT TO EMPLOYMENT An Employee's right, if any, to continue to serve the Company and any Subsidiary as an officer, employee or otherwise shall not be enhanced or otherwise affected by the designation of such Employee as a recipient of an Award under the Plan. SECTION 14. DURATION, AMENDMENT AND TERMINATION No Award shall be granted under the Plan on or after the date which is the tenth anniversary date of the adoption by the Committee or the Board of this Plan. The Committee or the Board may amend the Plan from time to time or terminate the Plan at any time. By mutual agreement between the Company and an Award Holder, one or more Awards may be granted to such Award Holder in substitution and exchange for, and in cancellation of, any certain Awards previously granted such Award Holder under the Plan, provided that any such substitution Award shall be deemed a new Award for purposes of calculating any applicable exercise period for Options or Period of Restriction for Restricted Stock. To the extent that any Awards which may be granted within the terms of the Plan would qualify under present or future laws for tax treatment that is beneficial to an Award Holder, any such beneficial treatment shall be considered within the intent, purpose and operational purview of the Plan and the discretion of the Committee, and to the extent that any such Awards would so qualify within the terms of the Plan, the Committee shall have full and complete authority to grant Awards that so qualify (including the authority to grant, simultaneously or otherwise, Awards which do not so qualify) and to prescribe the terms and conditions (which need not be identical as among recipients) in respect to the grant or exercise of any such Awards under the Plan. SECTION 15. MISCELLANEOUS PROVISIONS (a) NAMING OF BENEFICIARIES. In connection with an Award, an Award Holder may name one or more beneficiaries to receive the Award Holder's benefits, to the extent permissible pursuant to the various provisions of the Plan, in the event of the death of the Award Holder. (b) SUCCESSORS. All obligations of the Company under the Plan with respect to Awards issued hereunder shall be binding on any successor to the Company. (c) GOVERNING LAW. The provisions of the Plan and all Award Agreements under the Plan shall be construed in accordance with, and governed by, the laws of the State of Delaware without reference to conflict of laws provisions, except insofar as any such provisions may be expressly made subject to the laws of any other state or federal law. This Plan supersedes in its entirety the form of this Plan included as Exhibit 10.12 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2000. Dated January 31, 2000 EX-5.1 3 0003.txt June 16, 2000 Board of Directors North Fork Bancorporation, Inc. 275 Broad Hollow Road Melville, New York 11747 Re: Registration Statement on Form S-8 1999 Stock Compensation Plan Gentlemen: We have served as counsel to North Fork Bancorporation, Inc. (the "Company") in connection with various legal matters relating to the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, relating to up to 5 million shares of common stock of the Company, par value $0.01 per share (the "Shares"), that may be offered and sold through the North Fork Bancorporation, Inc. 1999 Stock Compensation Plan (the "Plan"). We have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Certificate of Incorporation, as amended, and Bylaws, as amended, certain resolutions adopted by the Board of Directors and the Stock Compensation Committee of the Board of Directors of the Company relating to the Plan and certificates received from state officials and from officers of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the correctness of all statements submitted to us by officers of the Company. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. All Shares issued by the Company under the Plan, if issued in accordance with the Plan, will be validly issued and outstanding and will be fully paid and nonassessable. Board of Directors June 16, 2000 Page 2 We consent to the use and filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding offer and sale of Shares pursuant to the Plan. Very truly yours, /s/ STINSON, MAG & FIZZELL EX-23.1 4 0004.txt CONSENT OF INDEPENDENT AUDITORS The Board of Directors North Fork Bancorporation, Inc.: We consent to the use of our report, dated January 18, 2000, except for note 2(a) and (b), and note 18, which is as of March 10, 2000 incorporated by reference in the Registration Statement on Form S-8 of North Fork Bancorporation, Inc., dated June 16, 2000, relating to the consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, cash flows, changes in stockholders' equity, and comprehensive income for each of the years in the three-year period ended December 31, 1999, which report is included in the 1999 Annual Report to Shareholders of North Fork Bancorporation, Inc. and has been incorporated by reference in the December 31, 1999 Annual Report on Form 10-K of North Fork Bancorporation, Inc. /s/ KPMG LLP New York, New York June 16, 2000 EX-23.2 5 0005.txt CONSENT OF INDEPENDENT AUDITORS The Board of Directors North Fork Bancorporation, Inc.: We consent to the use of our report, dated April 10, 2000, incorporated by reference in the Registration Statement on Form S-8 of North Fork Bancorporation, Inc. dated June 16, 2000, relating to the supplemental consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related supplemental consolidated statements of income, cash flows, changes in stockholders' equity, and comprehensive income for each of the years in the three-year period ended December 31, 1999, which report is included in the current report on Form 8-K of North Fork Bancorporation, Inc. dated April 18, 2000. /s/ KMPG LLP New York, New York June 16, 2000 -----END PRIVACY-ENHANCED MESSAGE-----