-----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, WjLjlII/DLivIHO7RU02dSUhQ2gNBczJBn4IurJ+K6e4YiZSuOW0W1AjtEf1rH8G qfB2vrnERswfzmBSxkOTIQ== 0001011240-98-000032.txt : 19980610 0001011240-98-000032.hdr.sgml : 19980610 ACCESSION NUMBER: 0001011240-98-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980609 EFFECTIVENESS DATE: 19980609 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56329 FILM NUMBER: 98644191 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1998 Registration No. 333- 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 No.) 275 Broad Hollow Road Melville, New York 11747 (Address of Principal Executive Offices) (Zip Code) North Fork Bancorporation, Inc. 1997 Non-Officer Stock Plan (Full Title of the Plan) John Adam Kanas Chairman, President and Chief Executive Officer North Fork Bancorporation, Inc. 275 Broad Hollow Road Melville, New York 11747 (Name and Address of Agent For Service) (516) 844-1004 (Telephone Number, Including Area Code, of Agent For Service) Copies of all correspondence to: Thomas B. Kinsock, Esq. Gallop, Johnson & Neuman, L.C. Interco Corporate Tower 101 South Hanley Road St. Louis, Missouri 63105 CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Proposed Maximum Title Of Securities Amount To Be Maximum Offering Aggregate Amount Of To Be Registered Registered(1) Price Per Share(2) Offering Price Registration fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock 250,000 $26.3125 $6,578,125 $1,940.55 $2.50 par value per share ================================================================================================================================ (1) Represents maximum number of shares of Common Stock available for issuance under the North Fork Bancorporation, Inc. 1997 Non-Officer Stock 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 5, 1998.
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. II-1 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. II-2 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 as are 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 implementing 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-3 (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 Act and will be governed by the final adjudication of such issue. (i) Not Applicable. (j) Not Applicable. II-4 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 June 8, 1998. 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 /s/ John Adam Kanas Chairman, President, May 4, 1998 John Adam Kanas Chief Executive Officer and Director (Principal Executive Officer) /s/ Daniel M. Healy Executive Vice President, April 28, 1998 Daniel M. Healy Chief Financial Officer (Principal Financial and Accounting Officer) /s/ John Bohlsen Director April 28, 1998 John Bohlsen /s/ Irvin L. Cherashore Director April 28, 1998 Irvin L. Cherashore /s/ Allan C. Dickerson Director April 27, 1998 Allan C. Dickerson /s/ Lloyd A. Gerard Director April 27, 1998 Lloyd A. Gerard /s/ Patrick E. Malloy, III Director April 28, 1998 Patrick E. Malloy, III II-5 /s/ Thomas M. O'Brien Director April 27, 1998 Thomas M. O'Brien /s/ James F. Reeve Director April 27, 1998 James F. Reeve /s/ George H. Rowsom Director April 28, 1998 George H. Rowsom /s/ Kurt R. Schmeller Director April 27, 1998 Kurt R. Schmeller /s/ Raymond W. Terry, Jr. Director April 27, 1998 Raymond W. Terry, Jr. II-6 FORM S-8 North Fork Bancorporation, Inc. EXHIBIT INDEX Exhibit Number Description Page - ------- ----------- ---- 4.1 North Fork Bancorporation, Inc. 1997 Non-Officer Stock Plan. 5.1 Opinion of Gallop, Johnson & Neuman, L.C. 23.1 Consent of KPMG Peat Marwick LLP, independent auditors. 23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the registration statement). EX-4 2 EXHIBIT 4.1 - STOCK PLAN NORTH FORK BANCORPORATION, INC. 1997 Non-Officer Stock Plan Section 1. Establishment and Purpose North Fork Bancorporation, Inc. (the "Company") hereby establishes an incentive plan to be named the North Fork Bancorporation, Inc. 1997 Non-Officer Stock Plan (the "Plan"), for certain valued employees of the Company and its subsidiaries. Eligibility for awards would be limited to full-time employees who are not "officers" of the Company for purposes of certain reporting rules promulgated by the Securities and Exchange Commission and/or listing rules promulgated by the New York Stock Exchange, Inc. The purpose of the Plan is to encourage those valued employees who are given awards under 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. This Plan shall become effective upon its approval by the Stock and Compensation Committee of the Board of Directors. 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 Participant. (c) Committee means the Stock and Compensation Committee of the Board of Directors of the Company (or any successor to such Committee). (d) Company means North Fork Bancorporation, Inc., a Delaware corporation. (e) Disability means permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in good faith upon receipt of and in reliance on sufficient competent medical advice. (f) Eligible Employee means any salaried full-time employee of the Company or any Subsidiary other than an Excluded Person. (g) Excluded Person means (i) any individual who is an "officer" of the Company as defined in Rule 3b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including but not limited to any individual who currently is a reporting person under Section 16(a) of such Act by virtue of being an officer of the Company, (ii) any individual who is deemed an "officer" of the Company within the meaning of Rule 312.03 promulgated by the New York Stock Exchange, Inc., or (iii) any director of the Company. (h) 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 11 of the Plan. (i) Fair Market Value of the Stock as of any particular day means (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 prices per share of the Stock on such exchange on the last preceding day on which trading occurred on such exchange, (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 prices per share for the Stock as quoted by the National Market System of NASDAQ on the last preceding day on which securities markets were open, or (iii) in the event neither (i) nor (ii) applies, the fair market price per share of the Stock for such day as determined by the Board of Directors of the Company. (j) 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 Internal Revenue Code of 1986, as amended. (k) Participant means any Eligible Employee designated by the Committee to receive an Award under the Plan. (l) Period of Restriction means that period during which Restricted Stock is both subject to certain restrictions on transfer and subject to forfeiture as specified in Section 10 of the Plan. (m) Restricted Stock means shares of Stock awarded to an Eligible Employee that are both subject to certain restrictions on transfer and are subject to forfeiture as specified in Section 10 of the Plan. (n) Stock means the Common Stock of the Company. (o) Subsidiary means any corporation or entity a majority of the voting stock or voting interest of which is owned or controlled, directly or indirectly, by the Company. (p) 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. (q) Termination for Cause means, (i) for any Participant serving under an employment agreement containing a provision for termination of employment for "cause," termination of employment of the Participant for "cause" pursuant to such provision, and (ii) for any other Participant, termination of employment of the Participant by a two-thirds vote of the entire Board of Directors of the Company or the Subsidiary employing such Participant, expressly for one or both of the following "causes," as evidenced in a certified resolution of the Board: (A) any willful misconduct by the Participant which is materially injurious to the Company or the Subsidiary, monetarily or otherwise; or (B) conviction of the Participant with no further possibility of appeal of a felony under applicable state or federal banking or financial institution laws, or the agreement of the Participant to plead guilty to any such felony. Section 3. Administration The Plan will be administered by the Committee. The Committee will have sole authority and discretion to select those Eligible Employees who will receive Awards under the Plan and to determine the number and type of Awards to be granted to such Eligible Employees and the conditions applicable to such Awards, consistent with the terms of this Plan, provided that the Committee shall have the authority from time to time to designate a subcommittee consisting of one or more directors of the Company who are also executive officers of the Company, which subcommittee shall have the authority to make such determinations on behalf of the Committee under the Plan as the Committee shall specify, any such determinations if and when made by such a subcommittee to be deemed for all purposes to be determinations of the Committee. Any determination of the Committee under the Plan may be made without notice or meeting thereof, 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. Duration The duration of the Plan is to be twelve (12) months, from December 1, 1997 to November 30, 1998, inclusive. Section 5. Shares Reserved Under the Plan Initially, there shall be reserved for issuance under the Plan on the books of the Company 250,000 shares of Stock, and, thereafter, there shall be reserved for issuance under the Plan such number of shares of Stock as the Committee or the Board of Directors may specify from time to time, provided that there shall be reserved for issuance at all times a number of shares of Stock at least equal to the number of shares then subject to Options previously granted under the Plan and not theretofore fully exercised, cancelled or expired. Section 6. Participants Persons eligible for grants of Awards under the Plan will be those Eligible Employees of the Company or any Subsidiary who are expected to provide valuable and significant services to the Company or such Subsidiary, as determined by the Committee in its sole discretion and as evidenced by the decision of the Committee to grant Awards to such individuals. In making all determinations under the Plan, the Committee shall adhere carefully to all laws and regulations requiring nondiscriminatory treatment of employees. Subject to the foregoing, the Committee shall consider such factors as it deems pertinent in selecting Eligible Employees to receive Awards and in determining the type and amount of their respective Awards. Designation of an Eligible Employee as a Participant to receive an Award in any year shall not require the Committee to designate such Eligible Employee to receive an Award in any subsequent year or to designate any other Eligible Employee to receive an Award in such year or any subsequent year. Section 7. Types of Awards The following Awards, and rights thereto, may be granted under the Plan in any proportion: Options and Restricted Stock, as described in Sections 9 and 10 below, respectively. Except as specifically limited herein, the Committee shall have complete discretion in determining the type and number of Awards to be granted to any Eligible Employee and, subject to the provisions of the Plan, the terms and conditions which attach to each Award, which terms and conditions need not be uniform as among different Participants. Each Award shall be evidenced by an Award Agreement, as provided in Section 8 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 to a Participant under the Plan, provided that (i) no such modification or waiver shall give the Participant or any other Participant under the Plan any right to a similar modification or waiver of any other Award previously or subsequently granted under the Plan, (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, and (iii) any such modification or waiver which is adverse or arguably adverse to the interests of the Participant holding such Award shall not be effective unless and until the Participant shall consent thereto. Section 8. Award Agreements Within ten business days after the grant of an Award, the Company shall notify the Participant of the grant and shall hand deliver or mail to the Participant an Award Agreement, duly executed by and on behalf of the Company, with the request that the Participant 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 Participant shall fail to execute and return to the Company the Award Agreement within said 30-day period, the Award shall be deemed void and never to have been granted. Section 9. Options (a) All Options granted under the Plan shall be nonqualified stock options, that is, options that do not qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended. Such Options shall constitute 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 as of the date of grant. (b) The Committee shall establish upon grant of an Option the period of time during which such Option will be exercisable by the Participant, provided that no Option will continue to be exercisable, in whole or in part, later than ten years after the date of grant. Subject to this limitation, the Committee may provide that full exercisability of an Option granted under the Plan will be phased in and/or phased out over some designated period of time. The Committee also may provide that exercisability of an Option will be accelerated, to the extent such Option is not already then exercisable, upon the occurrence of a certain event or events as specified by the Committee, such as the retirement of the Participant or a change in control of the Company. Generally, exercisability of an Option granted under the Plan is conditioned upon continued employment of the Participant by the Company and its Subsidiaries, provided that the Committee may specify upon grant that exercisability of an Option will continue for some designated period of time after termination of employment. If the Committee does not specify otherwise, an Option granted under the Plan will continue to be exercisable after termination of employment of the Participant, to the extent such Option was exercisable at termination of employment, in accordance with the following principles: (i) if employment is terminated other than due to the death, Disability or a Termination for Cause of the Participant, exercisability will continue for 90 days after the date of termination; (ii) if employment is terminated due to the death of the Participant, exercisability will continue until the normal end of the exercise period of the Option, as established upon grant thereof, (iii) if employment is terminated due to Disability, exercisability will continue for one full year after the date of termination, and (iv) if employment is terminated in a Termination for Cause, exercisability will terminate immediately. Notwithstanding the preceding sentence, in no event may any Option granted under the Plan be exercised after the tenth anniversary of the date of grant. Leaves of absence required by law or otherwise granted by the Company and transfers of employment between the Company and/or Subsidiaries shall not constitute a 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 Participant so elects and with the consent of the Committee (which consent may be withheld for any reason or no reason), in whole or in part by delivery to the Company of shares of Stock then owned by the Participant. Any Participant-owned 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. Delivery by the Company of the shares as to which an Option has been exercised shall be made to the person exercising the Option or the designee of such person. If so provided by the Committee upon the grant of an Option, the shares of Stock issuable upon exercise of the Option may be subject to certain restrictions upon their subsequent transfer or sale. In the event the Exercise Price is to be paid in full or in part by surrender of Stock, in lieu of actual surrender of shares of Stock by the Participant, the Company may waive such surrender and instead deliver to or on behalf of the Participant a number of shares equal to the total number of shares as to which the Option is then being exercised less the number of shares which would otherwise have been surrendered by the Participant to the Company. (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 10. 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 (i) restriction on sale or other transfer by the Participant and (ii) forfeiture by the Participant to the Company if the Participant ceases to be employed by the Company and its Subsidiaries, in each case as further defined and described in this Plan and by the Committee upon grant. 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 shall be payable by the Participant to the Company in cash or by any other means that the Committee deems appropriate, including recognition of past employment. (b) Except as otherwise provided below, 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 specify upon grant of an Award of Restricted Stock or thereafter while such Award is outstanding that any Period of Restriction for the Restricted Stock subject to the Award otherwise still in effect will terminate immediately upon the occurrence of a specified event or one of several specified events, such as the retirement of the Participant or a change in control of the Company. 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 by the Participant (although not to forfeiture) after expiration of the Period of Restriction. (c) The Participant shall be entitled to all dividends declared and paid on Stock with respect to all shares of Restricted Stock held by the Participant, from and after the date such shares are awarded to the Participant and throughout the Period of Restriction except as otherwise specified by the Committee upon grant, and the Participant shall not be required to return any such dividends to the Company in the event of forfeiture of the Restricted Stock. (d) A Participant shall be entitled to vote all shares of Restricted Stock awarded to the Participant from and after the date of grant and throughout the Period of Restriction except as otherwise specified by the Committee upon grant. (e) Pending expiration of the Period of Restriction for an Award of Restricted Stock, certificates representing shares of Restricted Stock subject to the Award 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 shares shall be delivered to the Participant or in the event of death of the Participant, to the beneficiary of the Participant. Section 11. 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 then reserved for issuance on the books of the Company relating to 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 Participant shall not be changed. Awards may also contain provisions for their continuation or for other equitable adjustments after changes in the Stock resulting from any reorganization, sale, merger or consolidation involving the Company or any Subsidiary or any issuance of stock rights or warrants by the Company or any similar occurrence. (b) Notwithstanding any other provision of this Plan, and without affecting the number of shares reserved 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 12. Nontransferability Each Award of an Option granted under the Plan to a Participant shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Participant's lifetime, only by the Participant. In the event of the death of a Participant holding an unexercised Option, exercise of the Option may be made only by the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant'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 Participant was entitled to exercise such Option at the date of death. Section 13. Taxes The Company shall be entitled to withhold, and shall withhold, the minimum amount of any federal, state or local tax attributable to any Award granted under the Plan, whether upon exercise of an Option or expiration or termination of a Period of Restriction for Restricted Stock or the occurrence of any other Taxable Event, after giving notice to the Participant affected by such tax withholding as far in advance of the Taxable Event as practicable, and in any such case in which repayment or indemnification of such amount by or on behalf of the Participant is required, the Company may defer making delivery as to any Award until such repayment or indemnification has been completed. Such withholding obligation of the Company may be satisfied by any reasonable method, including, if the Committee so provides, reducing the number of shares otherwise deliverable to or on behalf of the Participant on such Taxable Event by a number of shares 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. Upon grant of an Award, the Committee may elect to provide that the Company shall pay on behalf of the Participant any taxes, federal, state or local, payable by the Participant as a result of such grant, including all taxes payable by a Participant as a result of payment of taxes by the Company on behalf of the Participant in accordance with the first clause of this sentence. Section 14. No Right to Employment A Participant's right, if any, to continue to serve the Company or any Subsidiary as an employee shall not be enhanced or otherwise affected by the designation of such person as an Eligible Employee or as a Participant under the Plan. Section 15. Amendment and Termination The Committee or the Board of Directors of the Company may amend the Plan from time to time or terminate the Plan at any time. By mutual agreement between the Company and a Participant, one or more Awards may be granted to such Participant in substitution and exchange for, and in cancellation of, any certain Awards previously granted such Participant 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 a Participant and not detrimental to the Company, 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 16. Miscellaneous Provisions (a) Naming of Beneficiaries. In connection with an Award, a Participant may name one or more beneficiaries to receive the Participant's benefits, to the extent permissible pursuant to the various provisions of the Plan, in the event of the death of the Participant. (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. EX-5 3 EXHIBIT 5.1 - LEGAL OPINION June 8, 1998 Board of Directors North Fork Bancorporation, Inc. 275 Broad Hollow Road Melville, New York 11747 Re: Registration Statement on Form S-8 1997 Non-Officer Stock Plan Gentlemen: We have served as counsel to North Fork Bancorporation, Inc. (the "Company") in connection with the 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 250,000 shares of common stock of the Company, par value $2.50 per share (the "Shares"), that may be offered and sold through the North Fork Bancorporation, Inc. 1997 Non-Officer Stock 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 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 originally issued Shares, issued under the Plan, if any, if issued in accordance with the Plan, will be validly issued and outstanding and will be fully paid and nonassessable. Board of Directors North Fork Bancorporation, Inc. June 8, 1998 Page 2 We consent to the use 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 the offer and sale of the Shares pursuant to the Plan. Very truly yours, /s/ GALLOP, JOHNSON & NEUMAN, L.C. GALLOP, JOHNSON & NEUMAN, L.C. EX-23 4 EXHIBIT 23.1 - CONSENT OF ACCOUNTANTS The Stockholders and Board of Directors North Fork Bancorporation, Inc.: We consent to the use of our report, dated January 15, 1998, incorporated herein by reference in the registration statement on Form S-8. /s/ KPMG Peat Marwick, LLP New York, New York June 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----