-----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, HEJMiEVF1kTDKab3sIHt46MrdwoN9L2VxdDXruMOSNvuzqs6PuFJa3IEc2qo+t22 i2K8dLQp0CnSirpTcOsL0g== 0000900741-96-000012.txt : 19960701 0000900741-96-000012.hdr.sgml : 19960701 ACCESSION NUMBER: 0000900741-96-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAVEN BANCORP INC CENTRAL INDEX KEY: 0000900741 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113153802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07083 FILM NUMBER: 96587919 BUSINESS ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 BUSINESS PHONE: 7188477041 MAIL ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 S-8 1 FORM S-8 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 Haven Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 11-3153802 (I.R.S. Employer Identification No.) 93-22 Jamaica Avenue Woodhaven, New York 11421 (718) 847-7041 (Address, including Zip Code, of principal executive offices) Haven Bancorp, Inc. 1996 Stock Incentive Plan (Full title of the Plan) Copy to: Phillip S. Messina Lisa M. Miller, Esq. President and Chief Executive Officer Thacher Proffitt & Wood Haven Bancorp, Inc. Two World Trade Center 93-22 Jamaica Avenue 39th Floor Woodhaven, New York 11421 New York, New York 10048 (718) 847-7041 (212) 912-7400 (Name and address, including Zip Code, telephone number and area code, of agent for service) _______________ CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Price Per Share (2) Offering Price (2) Registration Fee Common Stock, $0.01 par value 210,000 shares $27.625 $5,451,309 $1,879.76
(1) Based on the number of shares of common stock of Haven Bancorp, Inc. ("Haven") currently reserved for issuance under the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan"). In addition to such shares, this registration statement also covers an undetermined number of shares of common stock of Haven that, by reason of certain events specified in the Plan, may become issuable under the Plan or options granted thereunder. (2) Estimated solely for purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, pursuant to which shares of restricted stock and shares subject to outstanding options are deemed to be offered at the average of the bid and ask prices of Haven common stock on the date of grant or the prices at which such options may be exercised and shares that may be granted as restricted stock or acquired through the exercise of options granted in the future are deemed to be offered at $27.625 per share, the average of the bid and ask prices of Haven common stock at the close of the day on June 24, 1996 as reported on the Nasdaq National Market. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be filed with the Securities and Exchange Commission (the "Commission"). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with the Commission. NOTE: The document containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such document need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended ("Securities Act"). PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents and information heretofore filed with the Commission by the Registrant (File No. 000-21628) are incorporated by reference in this registration statement: (1) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, which was filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"); (2) the description of the Registrant's Common Stock (the "Common Stock") contained in the Registrant's Registration Statement on Form S-1 filed on April 14, 1993, Registration No. 33- 61048, and any amendments thereto; (3) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (4) the Registrant's Current Reports on Form 8-K, dated January 25, 1996, as amended, filed by the Registrant pursuant to Section 13 of the Exchange Act; and 2 (5) the Haven Bancorp, Inc. Proxy Statement dated March 20, 1996 for the Annual Meeting of Shareholders held on April 24, 1996. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the date of the termination of the offering of the Common Stock offered hereby shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Haven Bancorp, Inc. will provide without charge to each person to whom this Prospectus is delivered, upon request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to Catherine Califano, Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421. Telephone requests may be directed to (718) 847-7041. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the issuance of the shares of Common Stock offered hereby will be passed upon for the Registrant by Thacher Proffitt & Wood, Two World Trade Center, 39th Floor, New York, New York 10048. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's authority to indemnify its officers and directors is governed by the provisions of Section 145, as amended, of the Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation of the Registrant. Article Tenth of the Certificate of Incorporation of the Registrant provides that any person who is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, will be indemnified and held harmless by the Registrant to the fullest extent authorized by the GCL. Such indemnification shall apply whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent. Such indemnification shall be against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonable incurred or suffered in connection with the proceeding. This right to indemnification includes, to the extent permitted by the GCL, the right to be paid by the Registrant the expenses incurred in defending any such proceeding in advance of its final determination. If a claim for indemnification is not paid in full by the Registrant within sixty days after a written claim has been received by the Registrant, the indemnitee may at any time thereafter bring suit against the Registrant to recover the unpaid amount of the claim. If successful in whole or in part in any such suit (or in a suit brought by the Registrant to recover an advancement of expenses), the indemnitee shall be entitled to be paid also the expenses of prosecuting (or defending) such suit. In any such suit, it shall be a defense to the Registrant that the indemnitee has not met any applicable standard for indemnification set forth in the GCL. The burden of proof in any such suit shall be on the Registrant to prove that the indemnitee is not entitled to be indemnified. The right of indemnification conferred in Article Tenth of the Certificate of Incorporation shall not be exclusive of any right which any person may have or hereafter acquire under any statute, the Registrant's Bylaws, agreement, vote of stockholders, disinterested directors, or otherwise. The Registrant maintains directors' and officers' liability insurance coverage for all directors and officers of Haven Bancorp, Inc. and its subsidiaries through Aetna Casualty & Surety for one year policy terms ending April 14, 1997. 4 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Haven Bancorp, Inc. pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. 4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan 4.2 Forms of Option and Restricted Stock Agreements for Employees and Directors under the Plan 4.3 Certificate of Incorporation of Haven Bancorp, Inc., incorporated by reference to the Registrant's Registration Statement on Form S-1 filed on April 14, 1993, Registration No. 33-61048, and any amendments thereto. 4.4 By-Laws of Haven Bancorp, Inc., incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, which was filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended. 5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof). 23.2 Consent of KPMG Peat Marwick LLP. ITEM 9. UNDERTAKINGS. A. RULE 415 OFFERING. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the 5 securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant for expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Woodhaven, State of New York on the 28th day of June, 1996. Haven Bancorp, Inc. (Registrant) /s/ Philip S. Messina By: ________________________ Philip S. Messina President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Philip S. Messina __________________________ President and Chief Executive Officer June 28, 1996 Phillip S. Messina (Principal Executive Officer) and Director /s/ Catherine Califano __________________________ Senior Vice President and Chief Financial Officer June 28, 1996 Catherine Califano (Principal Financial and Accounting Officer) /s/ George S. Worgul __________________________ Director and Chairman of the Board June 28, 1996 George S. Worgul /s/ Robert L. Koop __________________________ Director June 28, 1996 Robert L. Koop /s/ Robert J. Webster __________________________ Director June 28, 1996 Robert J. Webster /s/ William J. Claffey __________________________ Director June 28, 1996 William J. Claffey /s/ Robert M. Sprotte __________________________ Director June 28, 1996 Robert M. Sprotte /s/ Joseph A. Ruggiere __________________________ Director June 28, 1996 Joseph A. Ruggiere /s/ Michael J. Fitzpatrick __________________________ Director June 28, 1996 Michael J. Fitzpatrick /s/ Robert M. Cashill __________________________ Director June 28, 1996 Robert M. Cashill
7 EXHIBIT INDEX Exhibit Number Description 4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan 4.2 Forms of Option and Restricted Stock Agreements for Employees and Directors under the Plan 4.3 Certificate of Incorporation of Haven Bancorp, Inc., incorporated by reference to the Registrant's Registration Statement on Form S-1, filed on April 14, 1993, Registration No. 33-61048, and any amendments thereto 4.4 By-Laws of Haven Bancorp, Inc., incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, which was filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended. 5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof). 23.2 Consent of KPMG Peat Marwick LLP. 8 EX-4.1 2 STOCK INCENTIVE PLAN EXHIBIT 4.1 Haven Bancorp, Inc. 1996 Stock Incentive Plan Haven Bancorp, Inc. 1996 Stock Incentive Plan ______________________________ Adopted on February 29, 1996 Effective as of April 24, 1996 TABLE OF CONTENTS ARTICLE I Purpose Section 1.1 General Purpose of the Plan. 1 ARTICLE II Definitions Section 2.1 Administrator 1 Section 2.2 Annual Retainer 1 Section 2.3 Appreciation Right 1 Section 2.4 Award 1 Section 2.5 Award Agreement 1 Section 2.6 Award Recipient 1 Section 2.7 Bank 2 Section 2.8 Beneficiary 2 Section 2.9 Board 2 Section 2.10 Change in Control 2 Section 2.11 Code 3 Section 2.12 Committee 3 Section 2.13 Corporation 3 Section 2.14 Disinterested Board Member 3 Section 2.15 Dividend Equivalent Right 3 Section 2.16 Effective Date 3 Section 2.17 Eligible Director 3 Section 2.18 Eligible Individual 3 Section 2.19 Exercise Period 3 Section 2.20 Exercise Price 3 Section 2.21 Fair Market Value 3 Section 2.22 Haven 4 Section 2.23 Incentive Stock Option 4 Section 2.24 Non-Qualified Stock Option 4 Section 2.25 Option 4 Section 2.26 Option Holder 4 Section 2.27 Person 4 Section 2.28 Plan 4 Section 2.29 Qualified Domestic Relations Order 4 Section 2.30 Retirement 5 Section 2.31 Restricted Stock 5 Section 2.32 Share 5 Section 2.33 Vesting Date 5 ARTICLE III Administration Section 3.1 Committee 5 Section 3.2 Committee Action 5 Section 3.3 Committee Responsibilities 6 Section 3.4 Indemnification 7 ARTICLE IV Available Shares and Award Agreements Section 4.1 Available Shares 7 Section 4.2 Option Agreements 8 ARTICLE V Stock Options Section 5.1 Options Granted to Eligible Individuals 9 Section 5.2 Options Granted to Eligible Directors 9 Section 5.3 Method of Exercise 11 Section 5.4 Limitations on Options 12 Section 5.5 Additional Limitations on Incentive Stock Options 12 ARTICLE VI Appreciation Rights Section 6.1 Appreciation Rights Granted to Eligible Individuals 13 Section 6.2 Appreciation Rights Granted to Eligible Directors 14 Section 6.3 Exercise of Appreciation Rights 14 Section 6.4 Effect of Exercise 15 ARTICLE VII Restricted Stock Section 7.1 Restricted Stock Granted to Eligible Individuals 15 Section 7.2 Restricted Stock Granted to Eligible Directors 15 Section 7.3 Stock Certificates 16 Section 7.4 Shareholder Rights 16 Section 7.5 Distribution of Shares 17 ARTICLE VIII Dividend Equivalent Rights Section 8.1 In General 17 Section 8.2 Form of Dividend Equivalents 17 ARTICLE IX Amendment and Termination Section 9.1 Termination 18 Section 9.2 Amendment 18 Section 9.3 Adjustments for Business Reorganization, Stock Split or Stock Dividend 18 ARTICLE X Miscellaneous Section 10.1 Status as an Employee Benefit Plan 19 Section 10.2 No Right to Continued Employment or Board Membership 20 Section 10.3 Construction of Language 20 Section 10.4 Governing Law 20 Section 10.5 Headings 20 Section 10.6 Non-Alienation of Benefits 20 Section 10.7 Taxes 20 Section 10.8 Approval of Shareholders 21 Section 10.9 Notices 21 HAVEN BANCORP, INC. 1996 STOCK INCENTIVE PLAN ARTICLE I Purpose Section 1.1 General Purpose of the Plan. The purpose of the Plan is to advance the interests of Haven Bancorp, Inc. and its shareholders by providing current directors, officers and employees of Haven and its affiliates with an incentive to achieve corporate objectives, and attracting and retaining directors, officers and employees of outstanding competence, through the award of equity interests in Haven, and by providing a means for the payment of compensation earned under the Columbia Federal Savings Bank Executive Incentive Compensation Plan in the form of stock options and awards. ARTICLE II Definitions The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context. Section 2.1 Administrator means the person or persons designated by the Committee pursuant to Section 3.3 to assist the Committee in the administration of the Plan. Section 2.2 Annual Retainer means the annual retainer, if any, being paid to an Eligible Director for service on the Board and/or the board of directors of the Bank. Section 2.3 Appreciation Right means a right granted pursuant to Article VI which shall entitle the holder thereof to receive in accordance with the terms of such Appreciation Right an amount of cash equal to the difference between the Fair Market Value of the Shares subject to the Appreciation Right and the Exercise Price applicable to such Appreciation Right. For purposes of this Section 2.3, the Fair Market Value of a Share shall be determined on the date the Appreciation Right is exercised. Section 2.4 Award means the grant of an Option, Appreciation Right or Restricted Stock made pursuant to the Plan. Section 2.5 Award Agreement means the written agreement evidencing the grant of an Option, an Appreciation Right or Restricted Stock Award made pursuant to the Plan. 1 Section 2.6 Award Recipient means an Eligible Individual or Eligible Director who has been granted an Option, an Appreciation Right or Restricted Stock pursuant to the Plan. Section 2.7 Bank means Columbia Federal Savings Bank, a federally chartered stock savings bank and any successor thereto. Section 2.8 Beneficiary means the person or persons designated by an Eligible Individual or Eligible Director in such form and manner as may be required by the Committee or Administrator, to receive his or her Award in the event all or any portion of such Award remains unexercised or undistributed upon his or her death or, if no such Beneficiary has been designated, the legal representative of the Eligible Individual or Eligible Director. Section 2.9 Board means the board of directors of Haven. Section 2.10 Change in Control means an event of the nature that: (a) would be required to be reported by Haven in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (b) results in a Change in Control of the Bank or Haven within the meaning of the Change in Bank Control Act and the rules and regulations promulgated thereunder by the appropriate federal banking agency, as in effect on the date hereof; or (c) results in a transaction requiring prior Federal Reserve Board ("FRB") approval under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder by the FRB, as in effect on the date hereof; or (d) results in a transaction requiring prior Office of Thrift Supervision ("OTS") approval under the Home Owners' Loan Act and the regulations promulgated thereunder by the OTS, as in effect on the date hereof. Without limiting the foregoing, a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or Haven representing 20% or more of the Bank's or Haven's outstanding securities, except for any securities of the Bank purchased by Haven in connection with the conversion of the Bank to the stock form and any securities purchased by employee benefit plans maintained by the Bank or Haven, or such plans' related trusts; (ii) individuals who constitute the Board of Directors of Haven or the Board of Directors of the Bank on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any individual becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by Haven's stockholders was approved by the same Nominating Committee serving 2 under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board, but only if such individual's election or nomination did not resultfrom an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of Haven; (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or Haven becomes effective or a similar transaction occurs in which the Bank or Haven is not the resulting entity; (iv) a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Bank or Haven or a similar transaction, which will result in the outstanding shares of the class of securities then subject to such plan or transaction being exchanged for or converted into cash or property or securities not issued by the Bank or Haven, is approved by the stockholders of Haven in response to a proxy statement that was distributed, soliciting proxies from stockholders of Haven, by someone other than the current management of Haven, or (v) 20% or more of the voting securities of the Bank or Haven then outstanding are tendered and accepted by an offeror as of the closing of a tender offer for such securities. Section 2.11 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law). Section 2.12 Committee means the Committee described in Section 3.1. Section 2.13 Corporation means Haven, the Bank and any successor or successors thereto, and subject to the approval of, and such terms and conditions as may be imposed by, the Board, such other savings bank, savings and loan association, bank, corporation, financial institution or other business organization or institution as may be or become an affiliate of Haven. Section 2.14 Disinterested Board Member means a member of the Board who is not currently an employee of the Company, is not a former employee of the Company who receives compensation for prior services and has not at any time previously been an officer of the Company. Section 2.15 Dividend Equivalent Right means a right described in Article IX. Section 2.16 Effective Date means the date on which the Plan is approved by the holders of a majority of the Shares represented in person or by proxy at a meeting duly called and held. 3 Section 2.17 Eligible Director means a member of the Board or a member of the board of directors of the Bank who is not an employee or an officer of the Corporation. Section 2.18 Eligible Individual means any employee of the Corporation whom the Committee may select to receive an Award pursuant to the Plan, provided, however, that no Eligible Director shall be identified as an Eligible Individual. Section 2.19 Exercise Period means the period during which an Option or an Appreciation Right may be exercised. Section 2.20 Exercise Price means the price per Share (a) at which Shares subject to an Option may be purchased upon exercise of the Option granted pursuant to Sections 5.1 or 5.2, or (b) used to determine the payment to be made pursuant to the exercise of an Appreciation Right granted pursuant to Sections 6.1 or 6.2. Section 2.21 Fair Market Value means, when used in connection with Shares on a certain date, the average of the reported bid and ask price of the Shares as reported by the National Association of Securities Dealers Automated Quotation System (as published by the Wall Street Journal, if published) on such date or if the Shares were not traded on such date, on the next preceding day on which the Shares were traded thereon or the last previous date on which a sale is reported. Section 2.22 Haven means Haven Bancorp, Inc., a corporation organized and existing under the laws of the State of Delaware, and any successor thereto. Section 2.23 Incentive Stock Option means a right to purchase Shares that is granted pursuant to Section 5.1, that is designated by the Committee to be an Incentive Stock Option and that satisfies the requirements of Section 5.5 of the Plan and Section 422 of the Code. Section 2.24 Non-Qualified Stock Option means a right to purchase Shares that is either (a) granted pursuant to Section 5.1, designated by the Committee to be a Non-Qualified Stock Option and is not intended to satisfy the requirements of Section 422 of the Code, or (b) granted pursuant to Section 5.2. Section 2.25 Option means either an Incentive Stock Option or a Non-Qualified Stock Option granted under this Plan. Section 2.26 Option Holder means an Eligible Individual or an Eligible Director who has been granted an Option under the Plan, or the Beneficiary of such an Eligible Individual or Eligible Director. 4 Section 2.27 Person means an individual, a corporation, a bank, a savings bank, a savings and loan association, a financial institution, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution. Section 2.28 Plan means the Haven Bancorp, Inc. 1996 Stock Incentive Plan, as amended from time to time. Section 2.29 Qualified Domestic Relations Order means a Domestic Relations Order that: (a) clearly specifies (i) the name and last known mailing address of the Option Holder and of each person given rights under such Domestic Relations Order, (ii) the amount or percentages of the Option Holder's benefits under this Plan to be paid to each person covered by such Domestic Relations Order, (iii) the number of payments or the period to which such Domestic Relations Order applies, and (iv) the name of this Plan; and (b) does not require the payment of a benefit in a form or amount that is (i) not otherwise provided for under the Plan, or (ii) inconsistent with a previous Qualified Domestic Relations Order. For the purposes of this Plan, a "Domestic Relations Order"means a judgment, decree or order (including the approval of a property settlement) that is made pursuant to a state domestic relations or community property law and relates to the provision of child support, alimony payments, or marital property rights to a spouse, child or other dependent of an Option Holder. Section 2.30 Retirement means, in the case of an Eligible Director, such Eligible Director's termination of service, other than for cause, upon or after (a) completing at least 5 years of service on the Board or the board of directors of the Bank, without regard to any breaks in such service, and (b) attaining age 55. Section 2.31 Restricted Stock means Shares that have been granted to an Eligible Individual or Eligible Director pursuant to Article VII, which Shares shall not be transferable by the Award Recipient by means of sale, assignment, exchange, pledge or otherwise, until the Vesting Date or Vesting Dates applicable to such Shares. Section 2.32 Share means a share of common stock of Haven. Section 2.33 Vesting Date means the date established by the Committee or prescribed in Sections 5.2, 6.2 or 7.2, as of which (a) an Option or Appreciation Right may first be exercised, or (b) the restrictions relating to Restricted Stock will lapse. By way of example and not by way of limitation, a Vesting Date established by the Committee with respect to an Award made to an Eligible Individual may be a fixed calendar date, the date on which individual, group, departmental, divisional or corporate performance criteria established by the Committee are achieved 5 and/or the date of an Award Recipient's termination of employment due to death, disability or retirement, or following a Change in Control. ARTICLE III Administration Section 3.1 Committee The Plan shall be administered by the Compensation Committee of the Board (or any successor committee), or such other committee as shall be designated by or on behalf of the Board to perform the duties set forth in this Article III; provided, however, that all members of such Committee must be Disinterested Board Members. If fewer than 2 members of the Compensation Committee of the Board are Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least 2 Disinterested Board Members. Section 3.2 Committee Action The Committee shall hold meetings, at least annually, and may make such administrative rules and regulations as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. All actions of the Committee shall be final and conclusive and shall be binding upon the Corporation and all other interested parties. Section 3.3 Committee Responsibilities Subject to the terms and conditions of the Plan and such limitations as may be imposed from time to time by the Board, the Committee shall be responsible for the overall management and administration of the Plan and shall have such authority as shall be necessary or appropriate in order to carry out its responsibilities, including, without limitation, the authority: (a) to interpret, construe and implement the Plan, and to determine and resolve any and all questions that may arise under the Plan, Awards granted pursuant to the Plan and the terms and conditions thereof, and any such determinations, interpretations and other decisions made by the Committee under or with respect to the Plan or any Award thereunder, shall be final, conclusive and binding upon the Corporation, any Award Recipient or Beneficiary and any other Person having an interest in the Plan; 6 (b) to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; (c) to appoint an officer, or officers, of Haven or the Bank, who need not be a member of the Committee, and who shall, subject to the responsibilities of the Committee and the Board, serve as the Administrator for the Plan and shall have the responsibility for the day-to-day control, management, operation and administration of the Plan, including, subject to the Committee's discretion, the following: (i) maintaining records necessary or appropriate for the administration of the Plan; (ii) giving and receiving such instructions, notices and information as may be necessary or appropriate in the administration of the Plan; (iii) prescribing forms consistent with the terms of the Plan and with the interpretations and other actions of the Committee; (iv) determining and resolving any question arising in connection with the Plan or an Award made thereunder, and such Administrator's decision or action in respect thereof shall be final and conclusive and binding upon the Corporation, the Award Recipients, Beneficiaries and any other Person having an interest under the Plan; provided, however, that any question relating to inconsistency or omission in the Plan, or interpretation of the provisions of the Plan, shall be referred to the Committee by the Administrator, and the decision of the Committee in respect thereof shall be final; (v) discharging such other responsibilities or follow such directions as may be assigned or given by the Committee or the Board; and any Person dealing with the Administrator shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Administrator; and (d) to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate. Section 3.4 Indemnification No member of the Committee or an Administrator shall be liable for any action, omission, or determination relating to the Plan, 7 and the Corporation shall indemnify and hold harmless each member of the Committee, the Administrator and each other director or employee of the Corporation to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action , omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Corporation. ARTICLE IV Available Shares and Award Agreements Section 4.1 Available Shares Subject to Section 9.3, the maximum aggregate number of Shares with respect to which Options, Restricted Stock and Dividend Equivalent Rights may be granted at any time pursuant to this Plan shall be equal to the excess of: (a) 210,000 Shares; over (b) the sum of: (i) the number of Shares with respect to which Options previously granted under this Plan may then or may in the future be exercised; plus (ii) the number of Shares with respect to which Options previously granted under this Plan have been exercised; plus (iii) the number of Shares that have been granted as Restricted Stock under this Plan which have become or may in the future become vested. The Shares available pursuant to this Section 4.1 may be either authorized but unissued Shares, or Shares previously issued and reacquired by Haven to be held as issued but not outstanding Shares. Solely for purposes of this Section 4.1: (A) an Option shall not be considered as having been exercised or remaining exercisable to the extent that such Option terminates by reason other than the purchase the related Shares, (B) the exercise of an Appreciation Right related to an Option shall be treated as a termination, but not an exercise, of the related Option and (C) Shares of Restricted Stock that are forfeited prior to vesting shall be added to the number of Shares available under the Plan. 8 Section 4.2 Option Agreements Any Award granted pursuant to the Plan shall be evidenced by a written agreement which shall: (a) specify the number of Shares covered by or relating to the Award; (b) in the case of an Option, designate the Option as either an Incentive Stock Option or a Non-Qualified Stock Option; (c) in the case of an Option or Appreciation Right: (i) specify the Exercise Price for the Shares subject to the Option or Appreciation Right; and (ii) specify the Exercise Period for the Option or Appreciation Right; (iii) specify any Dividend Equivalent Rights relating to the Option or Appreciation Right; (d) specify the Vesting Date or Vesting Dates applicable to such Award; (e) set forth specifically, or incorporate by reference,the applicable provisions of the Plan; and (f) contain such other terms and conditions not inconsistent with the Plan as the Committee may, in its discretion, prescribe with respect to an Award granted to an Eligible Individual. ARTICLE V Stock Options Section 5.1 Options Granted to Eligible Individuals (a) Subject to the limitations of the Plan, the Committee may, in its discretion, grant to an Eligible Individual an Option to purchase Shares. (b) Subject to Section 4.1 and such limitations as the Board may from time to time impose, the number of Shares subject to an Option granted to an Eligible Employee shall be determined by the Committee, in its discretion; provided, however, that the maximum number of Shares that may be subject to an Option granted to any Eligible Individual during the period the Plan is in effect shall be 112,000. 9 (c) The Exercise Price of an Option granted to an Eligible Individual shall be determined by the Committee, in its discretion; provided, however, that the Exercise Price established for any Incentive Stock Option shall be determined in accordance with Section 5.5; and further provided, that the Exercise Price established for any Option shall not be less than the par value of a Share on the date on which the Option is granted. (d) The Exercise Period during which an Option granted to an Eligible Individual may be exercised, and the Vesting Date or Vesting Dates on and after which all or a specified portion of the Shares subject to the Option may be purchased, shall be determined by the Committee, in its discretion. (e) The Committee may, in its discretion, establish such other terms and conditions with respect to an Option granted to an Eligible Employee as it may deem necessary or appropriate, including, without limitation, the grant of related Dividend Equivalent Rights, which terms and conditions shall be specified in the Award Agreement evidencing such Option. Section 5.2 Options Granted to Eligible Directors (a) Subject to Section 4.1, effective as of the Effective Date, each Eligible Director who is an Eligible Director on such date shall be granted a Non-Qualified Stock Option to purchase 6,000 Shares. An individual who first becomes an Eligible Director subsequent to the Effective Date shall be granted, effective on the date he or she becomes an Eligible Director, a Non-Qualified Stock Option to purchase 6,000 Shares. (b) The Exercise Price of an Option granted to an Eligible Director shall be the Fair Market Value of a Share on the date on which the Option is granted. (c) The Exercise Period during which an Option granted to an Eligible Director may be exercised shall commence on the first anniversary of the date the Option was granted and shall expire on the earliest of: (i) the last day of the one-year period commencing on the date the Eligible Director ceases to be an Eligible Director, other than due to a termination for cause; (ii) the date the Eligible Director ceases to be an Eligible Director due to a termination for cause; and (iii) the last day of the ten-year period commencing on the date on which the Option was granted; 10 provided, however, that in the event of an Eligible Director's termination of service due to Retirement while there is outstanding any Option granted to such Eligible Director for which the Exercise Period has not commenced, the Exercise Period applicable to such Option shall automatically commence as of the effective date of such Eligible Director's Retirement; and further provided, that in the event of a Change in Control while there is outstanding any Option granted to an Eligible Director for which the Exercise Period has not commenced, the Exercise Period applicable to such Option shall automatically commence on the earliest date on which the Change in Control is deemed to have occurred. (d) The Vesting Dates applicable to an Option granted to an Eligible Director pursuant to this Section 5.2 shall be: (i) the first anniversary of the date the Option was granted with respect to 2,000 of the unvested Shares subject to the Option; (ii) the second anniversary of the date the Option was granted with respect to an additional 2,000 of the unvested Shares subject to the Option; and (iii) the third anniversary of the date the Option was granted with respect to the remaining 2,000 unvested Shares subject to the Option; provided, however, that in the event of an Eligible Director's termination of service due to Retirement while there is outstanding any Option granted to such Eligible Director for which the applicable Vesting Date or Vesting Dates specified in this Section 5.2(d) has not occurred, such Option shall become fully vested as of the effective date of such Eligible Director's Retirement; and further provided, that in the event of a Change in Control while there is outstanding any Option granted to an Eligible Director for which the applicable Vesting Date or Vesting Dates specified in this Section 5.2(d) has not occurred, such Option shall become fully vested as of earliest date on which the Change in Control is deemed to have occurred. (e) If an Eligible Director granted an Option pursuant to this Section 5.2 ceases to be an Eligible Director prior to a Vesting Date specified in Section 5.2(d) for any reason other than Retirement or a termination of service following a Change in Control, any Option granted to such Eligible Director that has not previously become vested shall be forfeited. 11 Section 5.3 Method of Exercise (a) Subject to the limitations of the Plan and the Award Agreement evidencing an Option, the Option Holder may, at any time during the Exercise Period, exercise his or her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased shall be 100, or, if less, the total number of Shares relating to the Option which remain unpurchased. An Option Holder shall exercise an Option to purchase Shares by: (i) giving written notice to the Committee or Administrator in such form and manner as the Committee may prescribe, of his or her intent to exercise the Option; (ii) delivering to the Committee or Administrator full payment for the Shares as to which the Option is to be exercised; and (iii) satisfying such other conditions as may be prescribed in the Award Agreement. Payment for Shares to be purchased upon exercise of an Option shall be made (A) in United States dollars (by certified or bank check or such other instrument as the Company may accept); (B) if and to the extent permitted by the Committee, in the form of Shares already owned beneficially by the Option Holder for a period of more than six months and having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; or (C) by a combination of (A) and (B). Payment for any Shares to be purchased upon exercise of an Option may also be made by delivering a properly executed exercise notice to the Committee or Administrator, together with a copy of irrevocable instructions to a broker to deliver promptly to Haven the amount of sale or loan proceeds to pay the Exercise Price. To facilitate the foregoing, Haven may enter into agreements for coordinated procedures with one or more brokerage firms. Notwithstanding the provisions of Section 10.9, the date of exercise shall be the earliest date practicable following the date on which the notice referred to in this Section 5.3(a) is received by the Committee or Administrator, but in no event more than three days after such notice is received. (b) When the requirements of Section 5.3(a) have been satisfied, the Committee or Administrator shall take such action as is necessary to cause the issuance, in the name of the Option Holder or such individual as the Option Holder may designate, of a stock certificate evidencing the ownership of such Shares. Except as may be provided under Article VIII with respect to Dividend Equivalent Rights, an Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to the 12 Shares, prior to the date as of which such Shares are transferred to the Option Holder on the stock transfer records of Haven, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, except as may be required under Section 9.3. Section 5.4 Limitations on Options (a) No Eligible Individual shall be granted an Option unless at the time the Option is granted, each member of the Committee is a Disinterested Board Member. (b) An Option by its terms shall not be transferable by the Option Holder other than by will or by the laws of descent and distribution, or pursuant to the terms of a Qualified Domestic Relations Order, and shall be exercisable, during the lifetime of an Option Holder only by such Option Holder or an alternate payee designated pursuant to a Qualified Domestic Relations Order. (c) The obligation of Haven to deliver Shares with respect to an Option shall, if the Committee or Administrator so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee or Administrator shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee or Administrator shall determine to be necessary or advisable. Section 5.5 Additional Limitations on Incentive Stock Options In addition to the limitations of Section 5.4, an Option designated by the Committee to be an Incentive Stock Option shall be subject to the following limitations: (a) if, for any calendar year, the sum of (i) plus (ii) exceeds $100,000, where (i) equals the Fair Market Value (determined as of the date of the grant) of Shares subject to an Option intended to be an Incentive Stock Option which first become available for purchase during such calendar year, and (ii) equals the Fair Market Value (determined as of the date of grant) of Shares subject to any other Options intended to be Incentive Stock Options and previously granted to the same Eligible Individual 13 which first become exercisable in such calendar year, then that portion of the Shares granted pursuant to such Options which cause the sum of (i) and (ii) to exceed $100,000 shall be deemed to be Shares granted pursuant to a Non-Qualified Stock Option or Non- Qualified Stock Options, with the same terms as the Option or Options intended to be an Incentive Stock Option; (b) the Exercise Price established for an Option intended to be an Incentive Stock Option shall not be less than the reported closing price of a Share as reported by the National Association of Securities Dealers Automated Quotation System for the date the Option is granted; and (c) the Exercise Price established for an Option intended to be an Incentive Stock Option that is granted to an Eligible Individual who, at the time the Option is granted, owns Shares comprising more than 10% of the total combined voting power of all classes of stock of Haven, shall not be less than 110% of the amount determined under Section 5.5(b) without regard to this Section 5.5(c). ARTICLE VI Appreciation Rights Section 6.1 Appreciation Rights Granted to Eligible Individuals (a) Subject to the limitations of the Plan, the Committee may, in its discretion, grant an Appreciation Right to an Eligible Individual. Such Appreciation Right may, but shall not be required to, be related to all or a portion of the Shares subject to an Option that is granted to such Eligible Individual simultaneously with the Appreciation Right. (b) Subject to Section 4.1 and such limitations as the Board may from time to time impose, the number of Shares subject to an Appreciation Right granted to an Eligible Employee shall be determined by the Committee, in its discretion; provided, however, that the number of Shares subject to an Appreciation Right that relates to an Option shall not exceed the number of Shares subject to such Option. (c) The Exercise Price of an Appreciation Right granted to an Eligible Individual shall be determined by the Committee, in its discretion; provided, however, that the Exercise Price established for an Appreciation Right that relates to all or any portion of an Option shall be the Exercise Price established for such Option. (d) The Exercise Period during which an Appreciation Right 14 granted to an Eligible Individual may be exercised and the Vesting Date or Vesting Dates, if any, on and after which all or a specified portion of the Appreciation Right may be exercised, shall be determined by the Committee, in its discretion; provided, however, that the Exercise Period established for an Appreciation Right shall not commence prior to a Change in Control. (e) The Committee may, in its discretion, establish such other terms and conditions with respect to an Appreciation Right granted to an Eligible Employee as it may deem necessary or appropriate, including, but not limited to, the grant of related Dividend Equivalent Rights, which terms and conditions shall be specified in the Award Agreement evidencing such Appreciation Right. Section 6.2 Appreciation Rights Granted to Eligible Directors Each Eligible Director who has been granted an Option pursuant to Section 5.2 of the Plan shall, at the time the Option is granted, also be granted an Appreciation Right relating to all of the Shares subject to such Option, with an Exercise Price equal to the Exercise Price of the related Option. The Exercise Period applicable to such Appreciation Right shall be the same as for the related Option; provided, however, that such Exercise Period shall not commence prior to the earliest date on which a Change in Control is deemed to have occurred. Section 6.3 Exercise of Appreciation Rights (a) An Award Recipient in possession of an Appreciation Right who desires to exercise such Appreciation Right shall do so by delivering to the Committee or Administrator advance written notice, in the form and manner prescribed by the Committee or Administrator, of his or her intent to exercise the Appreciation Right and the number of Shares with respect to which the Appreciation Right is to be exercised. Except as provided in section 6.3(c), within ten (10) days after the giving of such a notice, the Committee shall cause Haven to deliver to the Award Recipient a monetary payment in an amount per Share equal to the amount by which the Change in Control Consideration exceeds the Exercise Price per Share of each of the Appreciation Rights being exercised. (b) For purposes of section 6.3(a), the term Change in Control Consideration shall mean the greater of (i) the highest price per Share paid by any Person who initiated or sought to effect the Change in Control for a Share during the period of one (1) year ending on the date of the relevant Change in Control; and (ii) the average Fair Market Value of a Share over the last ten (10) trading days preceding the date of exercise of the Appreciation Right. 15 (c) Notwithstanding anything herein contained to the contrary, the Appreciation Rights granted hereunder shall be cancelled immediately prior to the effective time of a Change in Control resulting from a transaction between the Corporation and another party pursuant to a written agreement whereby the consummation of the transaction is conditioned upon the availability of "pooling of interests" accounting treatment (within the meaning of A.P.B. No. 16 or any successor thereto); provided, however, that the cancellation of such Appreciation Rights shall be subject to the following conditions: (i) the existence of the Appreciation Rights would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction ineligible for pooling of interests accounting treatment; (ii) the cancellation of the Appreciation Rights would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction eligible for pooling of interests accounting treatment; and (iii) the transaction is, in fact, consummated. Section 6.4 Effect of Exercise The exercise of an Appreciation Right which relates to all or a portion of an Option shall, for all purposes of the Plan other than determining the amount of Shares available pursuant to Section 4.1, be treated as an exercise of the related Option and a subsequent resale of the Shares acquired thereby. ARTICLE VII Restricted Stock Section 7.1 Restricted Stock Granted to Eligible Individuals (a) Subject to the limitations of the Plan, the Committee may, in its discretion, grant Restricted Stock to an Eligible Individual. (b) Subject to Section 4.1 and such limitations as the Board may from time to time impose, the number of Shares of Restricted Stock granted to an Eligible Employee shall be determined by the Committee, in its discretion; provided, however, that the maximum number of Shares that may be granted to any Eligible Individual as Restricted Stock during the period the Plan is in effect shall be 28,000. 16 (c) The Vesting Date or Vesting Dates on which all or a specified portion of the Restricted Stock granted to an Award Recipient shall become transferable shall be determined by the Committee, in its discretion; provided, however, that the Vesting Date or Vesting Dates shall be at least six months after the date of the grant of the Restricted Stock. (d) The Committee may, in its discretion, establish such other terms and conditions with respect to Restricted Stock granted to an Eligible Employee as it may deem necessary or appropriate, which terms and conditions shall be specified in the Award Agreement evidencing such Restricted Stock Award. Section 7.2 Restricted Stock Granted to Eligible Directors (a) Subject to Section 4.1, effective as of the Effective Date and as of the first business day of each of the first four calendar years beginning after the Effective Date ("Grant Date"), each Eligible Director who is an Eligible Director on such date shall be granted a number of Shares of Restricted Stock in lieu of receiving one-third of the Annual Retainer that would otherwise be paid in cash to such Eligible Director for the calendar year in which the Grant Date occurs. The number of Shares of Restricted Stock to be granted to an Eligible Director on each Grant Date pursuant this Section 7.2(a) shall be equal to the dollar value of one-third of the Eligible Director's Annual Retainer for the calendar year in which the Grant Date occurs, divided by the Fair Market Value of a Share on the effective date of the grant, and any fractional Shares resulting from such calculation shall be disregarded. (b) The Vesting Date for Restricted Stock awarded to an Eligible Director pursuant to this Section 7.2 shall be the date that is six months after the date the Restricted Stock is granted. (c) If an Award Recipient granted Restricted Stock pursuant to this Section 7.2 ceases to be an Eligible Director prior to a Vesting Date specified in Section 7.2(b) for any reason other than a termination of service following a Change in Control or Retirement, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be forfeited. (d) If an Award Recipient granted Restricted Stock pursuant to this Section 7.2 ceases to be an Eligible Director due to Retirement prior to a Vesting Date specified in Section 7.2(b), any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date of such Award Recipient's Retirement. 17 (e) If, following a Change in Control, an Award Recipient granted Restricted Stock pursuant to this Section 7.2 ceases to be an Eligible Director prior to a Vesting Date specified in Section 7.2(b) for any reason, other than for cause, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date such Award Recipient ceases to be an Eligible Director. Section 7.3 Stock Certificates A stock certificate or stock certificates evidencing the Shares of Restricted Stock granted pursuant to this Article VII shall be registered on Haven's books in the name of the Award Recipient as of the date the Restricted Stock is granted and shall bear a legend restricting the transferability of such certificate or certificates and referring to the terms, conditions and other restrictions, including forfeiture, applicable to such Shares. Physical possession or custody of such certificates shall be retained by Haven until such time as such Shares become vested. Section 7.4 Shareholder Rights Subsequent to the date Shares of Restricted Stock have been granted and prior to the date such Shares have become vested and are distributed, the Award Recipient shall be entitled to vote the Shares and receive cash dividends declared and paid with respect to such Shares. Any stock dividends declared and paid with respect to such Shares shall be evidenced by a stock certificate or certificates registered in the name of the Award Recipient, retained in the possession or custody of Haven, and made subject to the same restrictions, terms and conditions as the Shares to which they pertain. Such stock dividends shall become vested and be distributed at the same time as the Shares to which they pertain. Section 7.5 Distribution of Shares As soon as practicable following the Vesting Date of Shares of Restricted Stock granted pursuant to this Article VII, Haven shall issue the Award Recipient a stock certificate evidencing his ownership of the Shares granted as Restricted Stock and any additional Shares attributable to stock dividends paid on such Restricted Stock prior to vesting. 18 ARTICLE VIII Dividend Equivalent Rights Section 8.1 In General The Committee may provide that each Eligible Individual who has been granted an Option or Appreciation Right shall, at the time such Award is granted, also be granted a Dividend Equivalent Right relating to all or a portion of the Shares subject to such Option or the Shares with respect to which the Appreciation Right relates. Section 8.2 Form of Dividend Equivalents Dividend Equivalent Rights granted under this Article VIII may take the form of cash payments made currently or credited to a memorandum account established for the Award Recipient to be distributed, with earnings, at a later date, adjustments to the Exercise Price applicable, or the number of Shares subject, to an Award, or the distribution or crediting of Shares or Share equivalents, subject to the limitations of Section 4.1. Any Dividend Equivalent Rights granted pursuant to this Article VIII shall be subject to such restrictions, terms and conditions as the Committee may establish. ARTICLE IX Amendment and Termination Section 9.1 Termination The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on the day preceding the tenth anniversary of the Effective Date. In the event of any suspension or termination of the Plan, all Awards theretofore granted under the Plan that are effective on the date of such suspension or termination of the Plan shall remain effective under the terms of the applicable Award Agreements. Section 9.2 Amendment The Board may amend or revise the Plan in whole or in part at any time; provided, however, that if the amendment or revision: (a) materially increases the benefits accruing under the Plan; 19 (b) materially increases the number of Shares which may be issued under the Plan; or (c) materially modifies the requirements as to eligibility for Options, Appreciation Rights or Dividend Equivalent Rights under the Plan; such amendment or revision shall be subject to approval by the shareholders of Haven; and further provided, that sections 5.2, 6.2 and 7.2 shall not be amended more than once every six months other than to comply with the Code or the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder. Section 9.3 Adjustments for Business Reorganization, Stock Split or Stock Dividend (a) Subject to Section 6.3(c), in the event of any merger, consolidation, or other business reorganization in which Haven is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each Person who is then a holder of Shares on the record date for such event, the number of Shares covered by each outstanding Award and the number of Shares available under Section 4.1 shall be adjusted to account for such event. The adjustment to be made pursuant to this Section 9.3 for outstanding Options and Appreciation Rights shall be effected by multiplying the number of Shares then covered by each such outstanding Option or Appreciation Right by an amount ("Adjustment Amount") equal to the number of Shares that would be owned after such event by a Person who, immediately prior to such event, was the holder of record of one Share, and the Exercise Price for such outstanding Option or Appreciation Right shall be adjusted by dividing the Exercise Price by the Adjustment Amount; provided, however, that the Committee may, in its discretion, establish another appropriate method of adjusting outstanding Options and Appreciation Rights. The adjustment to be made to the number of Shares relating to other types of Awards and the number of Shares available under Section 4.1 shall be effected by multiplying the number of such Shares by the Adjustment Amount. (b) Subject to Section 6.3(c), in the event of any merger, consolidation, or other business reorganization in which Haven is not the surviving entity: (i) any Awards granted under the Plan which remain outstanding may be cancelled by the Committee as of the effective date of such merger, consolidation, business reorganization, liquidation or sale by the Board upon 30 days' written notice to each Award Recipient in advance of the effective date of such event and the Award Recipient shall receive in consideration of such 20 cancellation an amount in cash equal to the excess of (A) the value, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Award, if any; and (ii) any Award which is not cancelled pursuant to Section 9.3(b)(i) shall be exchanged or adjusted in such manner as the Committee shall deem appropriate, in its absolute discretion, to account for such merger, consolidation or other business reorganization and, if appropriate, the Committee may provide, in its absolute discretion, that a cash payment will be made to the Award Recipient in connection with such exchange or adjustment of the Award. ARTICLE X Miscellaneous Section 10.1 Status as an Employee Benefit Plan This Plan is not intended to satisfy the requirements for qualification under Section 401(a) of the Code or to satisfy the definitional requirements for an "employee benefit plan" under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compensation program that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent. Section 10.2 No Right to Continued Employment or Board Membership Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Individual or Eligible Director any right to a continuation of employment by the Corporation or continuation of membership on the Board or board of directors of the Bank. The Corporation reserves the right to dismiss any Eligible Individual or otherwise deal with any Eligible Individual to the same extent as though the Plan had not been adopted. Section 10.3 Construction of Language Whenever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or Section number shall refer to an Article or Section of this Plan unless otherwise indicated. 21 Section 10.4 Governing Law The Plan shall be construed, administered and enforced according to the laws of the State of Delaware without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. Section 10.5 Headings The headings of Articles and Sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control. Section 10.6 Non-Alienation of Benefits The right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts. Section 10.7 Taxes The Corporation shall have the right to deduct from all amounts paid by the Corporation in cash with respect to an Award, any taxes required by law to be withheld with respect to such Award. Where any Person is entitled to receive Shares pursuant to an Award, the Corporation shall have the right to require such Person to pay the Corporation the amount of any tax which the Corporation is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld. The Corporation may consider, but is not required to grant, a request by the Person entitled to receive Shares subject to withholding as to the manner in which such withholding shall be made. Section 10.8 Approval of Shareholders All Awards granted under this Plan shall be conditioned on the approval of the Plan by the shareholders of Haven on or prior to the date of the first annual meeting of such shareholders immediately following the adoption of the Plan by Haven. No Award granted under the Plan shall be effective, nor shall any Option or Appreciation Right be exercised or any Shares issued or purchased pursuant to the Plan, prior to such approval. Section 10.9 Notices Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, 22 instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: (a) If to the Committee: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to an Award Recipient, to the address as shown in the Corporation's personnel records. 23 EX-4.2 3 FORMS OF OPTION & RESTRICTED STOCK AGREEMENTS EXHIBIT 4.2 Forms of Option and Restricted Stock Agreements for Employees and Directors under the Plan Haven Bancorp, Inc. 1996 Stock Incentive Plan Restricted Stock Agreement (Director) ____________________________________ _____-____-_____ Name of Award Recipient Social Security Number _______________________________________________________________ Street Address _______________________________ _________________ _________ City State ZIP Code This Restricted Stock Agreement is intended to set forth the terms and conditions on which an Award of Restricted Stock has been granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Restricted Stock Award. Attached as Appendix A are the general terms and conditions of this Restricted Stock Award. Restricted Stock Terms Grant Date 4/24/96 Class of Shares Awarded* Common Number of Shares Awarded* 247 Vesting Date* 10/24/96 * Subject to adjustment as provided in the Plan and the General Terms and Conditions set forth in Appendix A. By signing where indicated below, Haven grants this Restricted Stock Award upon the terms and conditions specified in this Restricted Stock Agreement, and the Award Recipient acknowledges receipt of this Restricted Stock Agreement, including Appendix A, and agrees to observe and be bound by the terms and conditions set forth herein. HAVEN BANCORP, INC. AWARD RECIPIENT By ____________________________ _________________________ Name: Date: Title: _________________________________________________________________ Instructions: This page should be completed by or on behalf of the Committee or the Administrator. Any blank space intentionally left blank should be crossed out. A Restricted Stock Award consists of a number of Shares of Restricted Stock with uniform terms and conditions. Where Awards are granted on the same date with varying terms and conditions (for example, varying vesting dates), the Awards should be recorded as a series of grants each with its own uniform terms and conditions. APPENDIX A Haven Bancorp, Inc. 1996 Stock Incentive Plan Restricted Stock Agreement (Director) General Terms and Conditions Section 1. Ownership of Shares. A stock certificate or stock certificates evidencing the Shares of Restricted Stock granted hereunder shall be registered on Haven's books in the name of the Award Recipient as of the Award Date and shall bear a legend restricting the transferability of such certificate or certificates and referring to the terms, conditions and other restrictions, including forfeiture, applicable to such Restricted Stock. Physical possession or custody of such certificates shall be retained by Haven until such time as such Restricted Stock becomes vested, at which time such Restricted Stock will be distributed to the Award Recipient. Section 2. Vesting. The Shares of Restricted Stock shall become vested and available for distribution to the Award Recipient as of the specified Vesting Date; provided, however, that in the event that an Award Recipient granted Restricted Stock hereunder ceases to be an Eligible Individual due to Retirement prior to a Vesting Date, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date of such Award Recipient's Retirement; and further provided, that if, following a Change in Control, an Award Recipient granted Restricted Stock hereunder ceases to be an Eligible Individual prior to a Vesting Date for any reason, other than for cause, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date such Award Recipient ceases to be an Eligible Director. Section 3. Forfeitures. In the event that an Award Recipient ceases to be an Eligible Individual prior to a Vesting Date for any reason other than a termination of service following a Change in Control or Retirement, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be forfeited. Following such a forfeiture, the Award Recipient will have no rights whatsoever with respect to the Restricted Stock forfeited. Section 4. Dividends. Any cash dividends declared and paid with respect to Restricted Stock granted hereunder that has not been forfeited, regardless of whether such Restricted Stock is vested pursuant to section 2 of this Agreement, shall be immediately paid to the Award Recipient. Any stock dividends declared and paid with respect to Restricted Stock not forfeited, regardless of whether such Restricted Stock is vested pursuant to section 2 of this Agreement, shall be allocated to the Award Recipient and such stock dividends shall be subject to such restrictions and shall become vested under the same terms and conditions as the Shares of Restricted Stock to which they pertain. Section 5. Voting Rights. The Award Recipient shall have the exclusive right to direct the manner in which all voting rights appurtenant to Restricted Stock not forfeited will be exercised while such Restricted Stock is not yet vested. Such a direction shall be given by completing and filing a written direction, in the form and manner prescribed by the Committee or Administrator, with such person as the Committee or Administrator shall designate, at least 10 days prior to the date of the meeting of holders of Shares at which such voting rights will be exercised. Section 6. Distribution Upon Vesting. As soon as practicable following the date any Shares of Restricted Stock granted hereunder become vested pursuant to section 2 of this Agreement, Haven will issue to the Award Recipient, or his or her Beneficiary entitled to such Restricted Stock, a stock certificate evidencing ownership of the Shares. Any additional Shares attributable to stock dividends paid with respect to the Restricted Stock then being distributed pursuant to this section 6 shall also be distributed and shall be evidenced by such stock certificate. Section 7. Registration of Shares. Haven's obligation to deliver Shares pursuant to this Agreement shall, if the Committee or Administrator so requests, be conditioned upon the receipt of a representation as to the investment intention of the Award Recipient or his or her Beneficiary to whom such Shares are to be delivered, in such form as the Committee or Administrator shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee or Administrator shall determine to be necessary or advisable. Section 8. No Right to Continued Employment. Nothing in this Agreement, nor any action of the Board or Committee or Administrator with respect to this Agreement, shall be held or construed to confer upon the Award Recipient any right to a continuation of employment by the Corporation. The Award Recipient may be dismissed or otherwise dealt with as though this Agreement had not been entered into. 2 Section 9. Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is personally delivered or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other: (a) If to the Committee or Administrator: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to the Award Recipient, to his or her address as shown in the Corporation's personnel records. Section 10. No Assignment. Prior to vesting, the Restricted Stock granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such Restricted Stock be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Award Recipient other than by will or by the laws of descent and distribution. During the Award Recipient's lifetime, the Restricted Stock shall be distributable only to the Award Recipient. This section 10 shall not prohibit the Option Holder from designating, in the form attached hereto as Appendix B, a beneficiary or beneficiaries to receive his Restricted Stock in the event of his death prior to vesting and distribution. Section 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Haven and the Award Recipient and their respective heirs, successors and assigns. Section 12. Construction of Language. Whenever appropriate in this Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan. 3 Section 13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States of America. Section 14. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Award Recipient and Haven. Section 15. Plan Provisions Control. This Agreement, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Award Recipient acknowledges receipt of a copy of the Plan. Section 16. Legal Matters. The Award made to the Award Recipient is a form of contingent compensation that involves publicly traded securities. As such, there are certain federal, state and local tax and securities laws that may apply. In particular, the Award Recipient may be liable for the payment of federal, state and local income taxes with respect to the value of the Shares of Restricted Stock granted or distributed to the Award Recipient under the Plan; the Award Recipient may have to report beneficial ownership of such Shares (even while held by Haven) to the appropriate securities regulators; and acceptance of legal ownership of such Shares or subsequent disposition of them may be subject to limitations under applicable securities laws. The Award Recipient should consult with, and rely upon, his or her own legal counsel regarding the application of such laws. Section 17. Acceptance by the Award Recipient. By executing this Agreement and returning a fully executed copy hereof to the Committee or Administrator at the address specified in section 9, the Award Recipient signifies acceptance of the terms and conditions of this Award. If a fully executed copy of this Agreement is not received by the Committee or Administrator within forty-five (45) days after the later of the Grant Date or the date this Agreement is received by the Award Recipient, the Committee may revoke the Award, and thereby avoid all obligations hereunder. 4 Haven Bancorp, Inc. 1996 Stock Incentive Plan Non-Qualified Stock Option Agreement (Director) __________________________________ _____-____-_____ Name of Option Holder Social Security Number ________________________________________________________ Street Address _________________________ _______________ ________ City State ZIP Code This Non-Qualified Stock Option Agreement is intended to set forth the terms and conditions on which a Non-Qualified Stock Option has been granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Non-Qualified Stock Option. Attached as Appendix A are the general terms and conditions of this Non- Qualified Stock Option. Option Terms (A) (B) (C) Grant Date 4/24/96 4/24/96 4/24/96 Class of Optioned Shares* Common Common Common No. of Optioned Shares* 2,000 2,000 2,000 Exercise Price Per Share* $24.2795 $24.2795 $24.2795 Vesting Date* 4/24/97 4/24/98 4/24/99 Exercise Period Expiration* 4/23/06 4/23/06 4/23/06 * Subject to adjustment as provided in the Plan and the General Terms and Conditions set forth in Appendix A. By signing where indicated below, Haven grants this Non-Qualified Stock Option upon the terms and conditions specified in this Non- Qualified Stock Option Agreement, and the Option Holder acknowledges receipt of this Non-Qualified Stock Option Agreement, including Appendix A, and agrees to observe and be bound by the terms and conditions set forth herein. HAVEN BANCORP, INC. OPTION HOLDER By ___________________________ ___________________________ Name: Date: Title: Instructions: This page should be completed by or on behalf of the Committee or the Administrator. Any blank space intentionally left blank should be crossed out. An Option consists of a number of Optioned Shares with uniform terms and conditions. Where Options are granted on the same date with varying terms and conditions (for example, varying exercise prices or vesting dates), the Options should be recorded as a series of grants each with its own uniform terms and conditions. Appendix A Haven Bancorp, Inc. 1996 Stock Incentive Plan Non-Qualified Stock Option Agreement (Director) General Terms and Conditions Section 1. Non-Qualified Stock Option. Haven does not intend the Option evidenced hereby to be an "incentive stock option" within the meaning of section 422 of the Internal Revenue Code of 1986 ("Code"). Section 2. Exercise Period. Subject to the vesting requirements of Section 3, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at any time during the period ("Exercise Period") commencing on the first anniversary of the Grant Date and ending on the earliest to occur of the following dates: (a) the last day of the ten-year period commencing on the date first above written; (b) the last day of the one-year period commencing on the date the Option Holder ceases to be an Eligible Individual other than due to termination for cause; and (c) the date the Option Holder ceases to be an Eligible Individual due to a termination for cause; provided, however, that in the event of the Option Holder's normal or early retirement under the Corporation's tax-qualified retirement plan ("Retirement") prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence as of the effective date of such Retirement; and provided further, that in the event of a Change in Control prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence on the earliest date on which the Change in Control is deemed to have occurred. Section 3. Vesting. The Optioned Shares shall become vested and available for purchase by the Option Holder as of the specified Vesting Date(s); provided, however, that in the event of the Option Holder's Retirement prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase as of such Retirement; and further provided, that in the event of a Change in Control prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase on the earliest date on which the Change in Control is deemed to have occurred. Section 4. Exercise Price. Subject to Section 3, during the Exercise Period, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at the Exercise Price per Share. Section 5. Method of Exercise. Subject to section 3, the Option Holder may, at any time during the Exercise Period specified in section 2, exercise his right to purchase all or any part of the Optioned Shares then available for purchase; provided, however, that the minimum number of Optioned Shares which may be purchased shall be one hundred (100) or, if less, the total number of Optioned Shares then available for purchase. The Option Holder shall exercise such right by: (a) giving written notice to the Committee or Administrator, in the form attached hereto as Appendix B; and (b) delivering to the Committee or Administrator full payment of the Exercise Price for the Optioned Shares to be purchased. The date of exercise shall be the earliest date practicable following the date the requirements of this section 5 have been satisfied, but in no event more than three (3) days after such date. Payment shall be made (i) in United States dollars by certified check, money order or bank draft made payable to the order of Haven, (ii) in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached, already owned by the Option Holder and having a fair market value equal to the Exercise Price, such fair market value to be determined in such manner as may be provided by the Committee or the Administrator or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, or (iii) in a combination of (i) and (ii). Section 6. Delivery and Registration of Optioned Shares. As soon as is practicable following the date on which the Option Holder has satisfied the requirements of section 5, the Committee shall take such action as is necessary to cause Haven to issue a stock certificate evidencing the Option Holder's ownership of the Optioned Shares that have been purchased. The Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to Optioned Shares, prior to the date as of which such Optioned Shares are transferred to the Option Holder on the stock transfer records of Haven, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, except as may be required under section 8. The obligation of Haven to deliver Shares under this Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other 2 event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under this Agreement prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulations as the Committee shall determine to be necessary or advisable. Section 7. Grant of Appreciation Right; Cancellation of Options. (a) The Option Holder is hereby granted an Appreciation Right relating to all of the Shares subject to the Option granted hereunder, with an Exercise Price per Share equal to the Exercise Price per Share of such Option. Such Appreciation Right shall be exercisable only in the event of a Change in Control and in accordance with and subject to the terms and conditions imposed under the Plan and this Agreement. (b) The Option Holder may, in the event of a Change in Control, exercise such Appreciation Right by delivering to the Committee or Administrator advance written notice, in the form and manner prescribed by the Committee or Administrator, of his or her intent to exercise the Appreciation Right and the number of Shares with respect to which the Appreciation Right is to be exercised. Except as provided below, within ten (10) days after the giving of such a notice, the Committee shall cause Haven to deliver to the Option Holder a monetary payment in an amount per Share equal to the amount by which the Change in Control Consideration exceeds the Exercise Price per Share of each of the Appreciation Rights being exercised. The exercise of an Appreciation Right which relates to all or a portion of an Option shall be treated as an exercise of the related Option and a subsequent resale of the Shares acquired thereby. (c) Notwithstanding anything herein contained to the contrary, the Option and/or Appreciation Right granted hereunder shall be cancelled immediately prior to the effective time of a Change in Control resulting from a transaction between the Corporation and another party pursuant to a written agreement whereby the consummation of the transaction is conditioned upon the availability of "pooling of interests" accounting treatment (within the meaning of A.P.B. No. 16 or any successor thereto); provided, however, that the cancellation of such Option and/or Appreciation Right shall be subject to the following conditions: (i) the existence of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction ineligible for pooling of interests accounting treatment; 3 (ii) the cancellation of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction eligible for pooling of interests accounting treatment; and (iii) the transaction is, in fact, consummated. Section 8. Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which Haven is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each Person who is then a shareholder of record, the number of Optioned Shares subject to the Option granted hereunder and the Exercise Price per Share of such Option shall be adjusted in accordance with Section 9.3(a) of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which Haven is not the surviving entity, the Option granted hereunder shall be cancelled or adjusted in accordance with Section 9.3(b) of the Plan. Section 9. No Right to Continued Employment. Nothing in this Agreement, nor any action of the Board or Committee with respect to this Agreement, shall be held or construed to confer upon the Option Holder any right to a continuation of employment by the Corporation. The Option Holder may be dismissed or otherwise dealt with as though this Agreement had not been entered into. Section 10. Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: (a) If to the Committee: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to the Option Holder, to the Option Holder's address as shown in the Corporation's personnel records. 4 Section 11. No Assignment. The Option granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such Option be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Option Holder other than by will or by the laws of descent and distribution. During the Option Holders lifetime, the Option granted hereunder shall be exercisable only by him. This section 11 shall not prohibit the Option Holder from designating, in the form attached hereto as Appendix C, a beneficiary or beneficiaries to receive such Option in the event of the Option Holder's death prior to exercising the Option. Section 12. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Haven and the Option Holder and their respective heirs, successors and assigns. Section 13. Construction of Language. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan. Section 14. Governing Law. This Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law. Section 15. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between Haven and the Option Holder. Section 16. Plan Provisions Control. This Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Option Holder acknowledges receipt of a copy of the Plan. Section 17. Acceptance by Option Holder. By executing this Agreement and returning a fully executed copy hereof to the Committee at the address specified in Section 10, the Option Holder signifies his acceptance of the terms and conditions of this Option. If a fully executed copy of this Agreement is not received 5 by the Committee or Administrator within forty-five (45) days after the later of the Grant Date or the date this Non-Qualified Stock Option Agreement is received by the Option Holder, the Committee may revoke the Option granted, and thereby avoid all obligations, hereunder. 6 Appendix B Haven Bancorp, Inc. 1996 Stock Incentive Plan Notice of Exercise of Non-Qualified Stock Option (Director) IMPORTANT INFORMATION AND INSTRUCTIONS PLEASE READ CAREFULLY Use this Notice to inform the Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising your right to purchase shares of common stock ("Shares") of Haven Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option ("Option") granted under the Plan. If you are not the person to whom the Option was granted ("Option Recipient"), you must attach to this Notice proof of your right to exercise the Option granted under the Non-Qualified Stock Option Agreement entered into between Haven and the Option Recipient ("Agreement"). This Notice should be personally delivered or mailed by certified mail, return receipt requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the exercise of the Option shall be the earliest date practicable following the date this Notice is received by the Plan Administrator, but in no event more than three days after such date ("Effective Date"). Except as specifically provided to the contrary herein, capitalized terms shall have the meanings assigned to them under the Plan. This Notice is subject to all of the terms and conditions of the Plan and the Agreement. 1. Purchase of Shares. Pursuant to the Agreement made and entered into as of ________________, 199__, by and between Haven and __________________________ [enter the name of the Option Holder], I hereby exercise my right to purchase ________ Shares at an Exercise Price per Share of $___________, for a Total Exercise Price of $___________ [enter the product of the number of Shares multiplied by the Exercise Price per Share]. As a payment for such Shares, I have [check and complete one or more; the sum of the amounts shown in (a), (b) and (c) must equal the Total Exercise Price]: (a) ____ enclosed a certified check, money order or bank draft payable to the order of Haven Bancorp, Inc. in the amount of $____________ (b) ____ enclosed Shares duly endorsed for transfer to Haven Bancorp, Inc. with all necessary stock transfer tax stamps attached and having a Fair Market Value of $____________ (c) authorized a "cashless exercise" through ____________________ [enter the name of a brokerage or investment banking firm only if you have already made arrangements with such firm to effect a "cashless exercise," and attach documentation evidencing such arrangements] which will deliver to Haven Bancorp, Inc. the proceeds of a sale of Shares subject to the Option having a Fair Market Value of $____________ Total Exercise Price $____________ 2. Issuance of Certificates. I hereby direct that the stock certificates representing the Shares purchased pursuant to Section 1 above (after any sale pursuant to a "cashless exercise") be issued to the following person(s) in the amount specified below: Name and Address Social Security No. Number of Shares _____________________ ______-_____-______ ________________ _____________________ _____________________ ______-_____-______ ________________ _____________________ 3. Withholding Election. [For Option Holders only. Beneficiaries should not complete.] I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request Haven to retain or sell a sufficient number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following manner [check one]: (a) ____ With a certified or bank check that I will deliver to the Administrator on the day after the Effective Date of my Option exercise. (b) ____ With the proceeds from a sale of Shares that would otherwise be distributed to me. I understand that the withholding election I have made on this form is not binding on the Administrator, and that the Administrator will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I further understand that the Administrator may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me. I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary. 2 4. Compliance with Tax and Securities Laws. I understand that I must rely on, and consult with, my own tax and legal counsel (and not Columbia Federal Savings Bank or Haven) regarding the application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the exercise of my Option and the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable. Signature: ______________________________ Date:_________________ Address:________________________________________________________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Plan Administrator Received [check one]: _____ By Hand _____ By Mail By: _____________________________ Date of Receipt: __________ Authorized Signature 3 Haven Bancorp, Inc. 1996 Stock Incentive Plan Restricted Stock Agreement (Employee) ____________________________________ _____-____-_____ Name of Award Recipient Social Security Number _______________________________________________________________ Street Address _______________________________ _________________ _________ City State ZIP Code This Restricted Stock Agreement is intended to set forth the terms and conditions on which an Award of Restricted Stock has been granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Restricted Stock Award. Attached as Appendix A are the general terms and conditions of this Restricted Stock Award. Restricted Stock Terms (A) (B) (C) Grant Date 5/23/96 5/23/96 5/23/96 Class of Shares Awarded* Common Common Common Number of Shares Awarded* Vesting Date* 5/23/97 5/23/98 5/23/99 * Subject to adjustment as provided in the Plan and the General Terms and Conditions set forth in Appendix A. By signing where indicated below, Haven grants this Restricted Stock Award upon the terms and conditions specified in this Restricted Stock Agreement, and the Award Recipient acknowledges receipt of this Restricted Stock Agreement, including Appendix A, and agrees to observe and be bound by the terms and conditions set forth herein. HAVEN BANCORP, INC. AWARD RECIPIENT By ____________________________ _________________________ Name: Date: Title: _________________________________________________________________ Instructions: This page should be completed by or on behalf of the Committee or the Administrator. Any blank space intentionally left blank should be crossed out. A Restricted Stock Award consists of a number of Shares of Restricted Stock with uniform terms and conditions. Where Awards are granted on the same date with varying terms and conditions (for example, varying vesting dates), the Awards should be recorded as a series of grants each with its own uniform terms and conditions. APPENDIX A Haven Bancorp, Inc. 1996 Stock Incentive Plan Restricted Stock Agreement (Employee) General Terms and Conditions Section 1. Ownership of Shares. A stock certificate or stock certificates evidencing the Shares of Restricted Stock granted hereunder shall be registered on Haven's books in the name of the Award Recipient as of the Award Date and shall bear a legend restricting the transferability of such certificate or certificates and referring to the terms, conditions and other restrictions, including forfeiture, applicable to such Restricted Stock. Physical possession or custody of such certificates shall be retained by Haven until such time as such Restricted Stock becomes vested, at which time such Restricted Stock will be distributed to the Award Recipient. Section 2. Vesting. The Shares of Restricted Stock shall become vested and available for distribution to the Award Recipient as of the specified Vesting Dates; provided, however, that in the event that an Award Recipient granted Restricted Stock hereunder ceases to be an Eligible Individual due to Retirement prior to a Vesting Date, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date of such Award Recipient's Retirement; and further provided, that if, following a Change in Control, an Award Recipient granted Restricted Stock hereunder ceases to be an Eligible Individual prior to a Vesting Date for any reason, other than for cause, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be deemed vested as of the date such Award Recipient ceases to be an Eligible Employee. Section 3. Forfeitures. In the event that an Award Recipient ceases to be an Eligible Individual prior to a Vesting Date for any reason other than a termination of service following a Change in Control or Retirement, any Restricted Stock granted to such Award Recipient that has not previously become vested shall be forfeited. Following such a forfeiture, the Award Recipient will have no rights whatsoever with respect to the Restricted Stock forfeited. Section 4. Dividends. Any cash dividends declared and paid with respect to Restricted Stock granted hereunder that has not been forfeited, regardless of whether such Restricted Stock is vested pursuant to section 2 of this Agreement, shall be immediately paid to the Award Recipient. Any stock dividends declared and paid with respect to Restricted Stock not forfeited, regardless of whether such Restricted Stock is vested pursuant to section 2 of this Agreement, shall be allocated to the Award Recipient and such stock dividends shall be subject to such restrictions and shall become vested under the same terms and conditions as the Shares of Restricted Stock to which they pertain. Section 5. Voting Rights. The Award Recipient shall have the exclusive right to direct the manner in which all voting rights appurtenant to Restricted Stock not forfeited will be exercised while such Restricted Stock is not yet vested. Such a direction shall be given by completing and filing a written direction, in the form and manner prescribed by the Committee or Administrator, with such person as the Committee or Administrator shall designate, at least 10 days prior to the date of the meeting of holders of Shares at which such voting rights will be exercised. Section 6. Distribution Upon Vesting. As soon as practicable following the date any Shares of Restricted Stock granted hereunder become vested pursuant to section 2 of this Agreement, Haven will issue to the Award Recipient, or his or her Beneficiary entitled to such Restricted Stock, a stock certificate evidencing ownership of the Shares. Any additional Shares attributable to stock dividends paid with respect to the Restricted Stock then being distributed pursuant to this section 6 shall also be distributed and shall be evidenced by such stock certificate. Section 7. Registration of Shares. Haven's obligation to deliver Shares pursuant to this Agreement shall, if the Committee or Administrator so requests, be conditioned upon the receipt of a representation as to the investment intention of the Award Recipient or his or her Beneficiary to whom such Shares are to be delivered, in such form as the Committee or Administrator shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee or Administrator shall determine to be necessary or advisable. Section 8. No Right to Continued Employment. Nothing in this Agreement, nor any action of the Board or Committee or Administrator with respect to this Agreement, shall be held or construed to confer upon the Award Recipient any right to a continuation of employment by the Corporation. The Award Recipient may be dismissed or otherwise dealt with as though this Agreement had not been entered into. 2 Section 9. Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is personally delivered or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other: (a) If to the Committee or Administrator: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to the Award Recipient, to his or her address as shown in the Corporation's personnel records. Section 10. No Assignment. Prior to vesting, the Restricted Stock granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such Restricted Stock be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Award Recipient other than by will or by the laws of descent and distribution. During the Award Recipient's lifetime, the Restricted Stock shall be distributable only to the Award Recipient. This section 10 shall not prohibit the Award Recipient from designating, in the form attached hereto as Appendix B, a beneficiary or beneficiaries to receive his Restricted Stock in the event of his death prior to vesting and distribution. Section 11. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Haven and the Award Recipient and their respective heirs, successors and assigns. Section 12. Construction of Language. Whenever appropriate in this Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan. 3 Section 13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States of America. Section 14. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Award Recipient and Haven. Section 15. Plan Provisions Control. This Agreement, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Award Recipient acknowledges receipt of a copy of the Plan. Section 16. Legal Matters. The Award made to the Award Recipient is a form of contingent compensation that involves publicly traded securities. As such, there are certain federal, state and local tax and securities laws that may apply. In particular, the Award Recipient may be liable for the payment of federal, state and local income taxes with respect to the value of the Shares of Restricted Stock granted or distributed to the Award Recipient under the Plan; the Award Recipient may have to report beneficial ownership of such Shares (even while held by Haven) to the appropriate securities regulators; and acceptance of legal ownership of such Shares or subsequent disposition of them may be subject to limitations under applicable securities laws. The Award Recipient should consult with, and rely upon, his or her own legal counsel regarding the application of such laws. Section 17. Acceptance by the Award Recipient. By executing this Agreement and returning a fully executed copy hereof to the Committee or Administrator at the address specified in section 9, the Award Recipient signifies acceptance of the terms and conditions of this Award. If a fully executed copy of this Agreement is not received by the Committee or Administrator within forty-five (45) days after the later of the Grant Date or the date this Agreement is received by the Award Recipient, the Committee may revoke the Award, and thereby avoid all obligations hereunder. 4 Haven Bancorp, Inc. 1996 Stock Incentive Plan Incentive Stock Option Agreement (Employee) ______________________________________ _____-____-_____ Name of Option Holder Social Security Number ____________________________________________________________ Street Address ________________________________ ____________ __________ City State ZIP Code This Incentive Stock Option Agreement is intended to set forth the terms and conditions on which an Incentive Stock Option has been granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Incentive Stock Option. Attached as Appendix A are the general terms and conditions of this Incentive Stock Option. Option Terms (A) (B) (C) Grant Date 5/23/96 5/23/96 5/23/96 Class of Optioned Shares* Common Common Common No. of Optioned Shares* Exercise Price Per Share* Vesting Date* 5/23/97 5/23/98 5/23/99 Exercise Period Expiration* 5/22/06 5/22/06 5/22/06 * Subject to adjustment as provided in the Plan and the General Terms and Conditions set forth in Appendix A. By signing where indicated below, Haven grants this Incentive Stock Option upon the terms and conditions specified in this Incentive Stock Option Agreement, and the Option Holder acknowledges receipt of this Incentive Stock Option Agreement, including Appendix A, and agrees to observe and be bound by the terms and conditions set forth herein. Haven Bancorp, Inc. Option Holder By __________________________ _________________________ Name: Date: Title: Instructions: This page should be completed by or on behalf of the Committee or the Administrator. Any blank space intentionally left blank should be crossed out. An Option consists of a number of Optioned Shares with uniform terms and conditions. Where Options are granted on the same date with varying terms and conditions (for example, varying exercise prices or vesting dates), the Options should be recorded as a series of grants each with its own uniform terms and conditions. Appendix A Haven Bancorp, Inc. 1996 Stock Incentive Plan Incentive Stock Option Agreement (Employee) General Terms and Conditions Section 1. Incentive Stock Option. Haven intends the Option evidenced hereby to be an "incentive stock option" within the meaning of section 422 of the Internal Revenue Code of 1986 ("Code"). Section 2. Exercise Period. Subject to the vesting requirements of Section 3, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at any time during the period ("Exercise Period") commencing on the first anniversary of the Grant Date and ending on the earliest to occur of the following dates: (a) the last day of the ten-year period commencing on the date first above written; (b) the last day of the one-year period, commencing on the date the Option Holder ceases to be an Eligible Individual due to death, disability or normal or early retirement under the Corporation's tax-qualified retirement plan ("Retirement"); (c) the last day of the three-month period commencing on the date the Option Holder ceases to be an Eligible Individual other than due to death, disability, Retirement or termination for cause; and (d) the date the Option Holder ceases to be an Eligible Individual due to a termination for cause; provided, however, that in the event of the Option Holder's Retirement prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence as of the effective date of such Retirement; and provided further, that in the event of a Change in Control prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence on the earliest date on which the Change in Control is deemed to have occurred. Notwithstanding section 2(b) above, if the Option granted hereunder is not exercised by the Option Holder within three months following Retirement, such Option shall not be eligible for treatment as an "incentive stock option" within the meaning of section 422 of the Code. Section 3. Vesting. The Optioned Shares shall become vested and available for purchase by the Option Holder as of the specified Vesting Date(s); provided, however, that in the event of the Option Holder's Retirement prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase as of such Retirement; and further provided, that in the event of a Change in Control prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase on the earliest date on which the Change in Control is deemed to have occurred. Section 4. Exercise Price. Subject to Section 3, during the Exercise Period, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at the Exercise Price per Share. Section 5. Method of Exercise. Subject to section 3, the Option Holder may, at any time during the Exercise Period specified in section 2, exercise his right to purchase all or any part of the Optioned Shares then available for purchase; provided, however, that the minimum number of Optioned Shares which may be purchased shall be one hundred (100) or, if less, the total number of Optioned Shares then available for purchase. The Option Holder shall exercise such right by: (a) giving written notice to the Committee or Administrator, in the form attached hereto as Appendix B; and (b) delivering to the Committee or Administrator full payment of the Exercise Price for the Optioned Shares to be purchased. The date of exercise shall be the earliest date practicable following the date the requirements of this section 5 have been satisfied, but in no event more than three (3) days after such date. Payment shall be made (i) in United States dollars by certified check, money order or bank draft made payable to the order of Haven, (ii) in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached, already owned by the Option Holder and having a fair market value equal to the Exercise Price, such fair market value to be determined in such manner as may be provided by the Committee or the Administrator or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, or (iii) in a combination of (i) and (ii). Section 6. Delivery and Registration of Optioned Shares. As soon as is practicable following the date on which the Option Holder has satisfied the requirements of section 5, the Committee shall take such action as is necessary to cause Haven to issue a stock certificate evidencing the Option Holder's ownership of the Optioned Shares that have been purchased. The Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to Optioned Shares, prior to the date as of which such Optioned Shares are transferred to the Option Holder on the stock transfer records of Haven, and no adjustments shall be 2 made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, except as may be required under section 8. The obligation of Haven to deliver Shares under this Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under this Agreement prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulations as the Committee shall determine to be necessary or advisable. Section 7. Grant of Appreciation Right; Cancellation of Options. (a) The Option Holder is hereby granted an Appreciation Right relating to all of the Shares subject to the Option granted hereunder, with an Exercise Price per Share equal to the Exercise Price per Share of such Option. Such Appreciation Right shall be exercisable only in the event of a Change in Control and in accordance with and subject to the terms and conditions imposed under the Plan and this Agreement. (b) The Option Holder may, in the event of a Change in Control, exercise such Appreciation Right by delivering to the Committee or Administrator advance written notice, in the form and manner prescribed by the Committee or Administrator, of his or her intent to exercise the Appreciation Right and the number of Shares with respect to which the Appreciation Right is to be exercised. Except as provided below, within ten (10) days after the giving of such a notice, the Committee shall cause Haven to deliver to the Option Holder a monetary payment in an amount per Share equal to the amount by which the Change in Control Consideration exceeds the Exercise Price per Share of each of the Appreciation Rights being exercised. The exercise of an Appreciation Right which relates to all or a portion of an Option shall be treated as an exercise of the related Option and a subsequent resale of the Shares acquired thereby. (c) Notwithstanding anything herein contained to the contrary, the Option and/or Appreciation Right granted hereunder shall be cancelled immediately prior to the effective time of a Change in Control resulting from a transaction between the Corporation and another party pursuant to a written agreement 3 whereby the consummation of the transaction is conditioned upon the availability of "pooling of interests" accounting treatment (within the meaning of A.P.B. No. 16 or any successor thereto); provided, however, that the cancellation of such Option and/or Appreciation Right shall be subject to the following conditions: (i) the existence of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction ineligible for pooling of interests accounting treatment; (ii) the cancellation of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction eligible for pooling of interests accounting treatment; and (iii) the transaction is, in fact, consummated. Section 8. Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which Haven is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each Person who is then a shareholder of record, the number of Optioned Shares subject to the Option granted hereunder and the Exercise Price per Share of such Option shall be adjusted in accordance with Section 9.3(a) of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which Haven is not the surviving entity, the Option granted hereunder shall be cancelled or adjusted in accordance with Section 9.3(b) of the Plan. Section No Right to Continued Employment. Nothing in this Agreement, nor any action of the Board or Committee with respect to this Agreement, shall be held or construed to confer upon the Option Holder any right to a continuation of employment by the Corporation. The Option Holder may be dismissed or otherwise dealt with as though this Agreement had not been entered into. Section Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: 4 (a) If to the Committee: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to the Option Holder, to the Option Holder's address as shown in the Corporation's personnel records. Section 11. No Assignment. The Option granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such Option be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Option Holder other than by will or by the laws of descent and distribution. During the Option Holders lifetime, the Option granted hereunder shall be exercisable only by him. This section 11 shall not prohibit the Option Holder from designating, in the form attached hereto as Appendix C, a beneficiary or beneficiaries to receive such Option in the event of the Option Holder's death prior to exercising the Option. Section 12. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Haven and the Option Holder and their respective heirs, successors and assigns. Section 13. Construction of Language. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan. Section 14. Governing Law. This Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law. Section 15. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between Haven and the Option Holder. 5 Section 16. Plan Provisions Control. This Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Option Holder acknowledges receipt of a copy of the Plan. Section 17. Acceptance by Option Holder. By executing this Agreement and returning a fully executed copy hereof to the Committee at the address specified in Section 10, the Option Holder signifies his acceptance of the terms and conditions of this Option. If a fully executed copy of this Agreement is not received by the Committee or Administrator within forty-five (45) days after the later of the Grant Date or the date this Incentive Stock Option Agreement is received by the Option Holder, the Committee may revoke the Option granted, and thereby avoid all obligations, hereunder. 6 Appendix B Haven Bancorp, Inc. 1996 Stock Incentive Plan Notice of Exercise of Incentive Stock Option (Employee) IMPORTANT INFORMATION AND INSTRUCTIONS PLEASE READ CAREFULLY Use this Notice to inform the Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising your right to purchase shares of common stock ("Shares") of Haven Bancorp, Inc. ("Haven") pursuant to an incentive stock option ("Option") granted under the Plan. If you are not the person to whom the Option was granted ("Option Recipient"), you must attach to this Notice proof of your right to exercise the Option granted under the Incentive Stock Option Agreement entered into between Haven and the Option Recipient ("Agreement"). This Notice should be personally delivered or mailed by certified mail, return receipt requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the exercise of the Option shall be the earliest date practicable following the date this Notice is received by the Plan Administrator, but in no event more than three days after such date ("Effective Date"). Except as specifically provided to the con- trary herein, capitalized terms shall have the meanings assigned to them under the Plan. This Notice is subject to all of the terms and conditions of the Plan and the Agreement. 1. Purchase of Shares. Pursuant to the Agreement made and entered into as of ____________________, 199__, by and between Haven and __________________________ [enter the name of the Option Holder], I hereby exercise my right to purchase ________ Shares at an Exercise Price per Share of $ , for a Total Exercise Price of $ [enter the product of the number of Shares multiplied by the Exercise Price per Share]. As a payment for such Shares, I have [check and complete one or more; the sum of the amounts shown in (a), (b) and (c) must equal the Total Exercise Price]: (a) enclosed a certified check, money order or bank draft payable to the order of Haven Bancorp, Inc. in the amount of $____________ (b) enclosed Shares duly endorsed for transfer to Haven Bancorp, Inc. with all necessary stock transfer tax stamps attached and having a Fair Market Value of $____________ (c) authorized a "cashless exercise" through ____________________ [enter the name of a brokerage or investment banking firm only if you have already made arrangements with such firm to effect a "cashless exercise," and attach documentation evidencing such arrangements] which will deliver to Haven Bancorp, Inc. the proceeds of a sale of Shares subject to the Option having a Fair Market Value of $____________ Total Exercise Price $____________ 2. Issuance of Certificates. I hereby direct that the stock certificates representing the Shares purchased pursuant to Section 1 above (after any sale pursuant to a "cashless exercise") be issued to the following person(s) in the amount specified below: Name and Address Social Security No. Number of Shares _________________________ _____-_____-_____ ________________ _________________________ _________________________ _____-_____-_____ ________________ _________________________ 3. Compliance with Tax and Securities Laws. I understand that I must rely on, and consult with, my own tax and legal counsel (and not Columbia Federal Savings Bank or Haven) regarding the application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the exercise of my Option and the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable. Signature:_____________________________ Date:_______________ Address:_____________________________________________________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Plan Administrator Received [check one]: _____ By Hand _____ By Mail By:___________________________ Date of Receipt:___________ Authorized Signature 2 Haven Bancorp, Inc. 1996 Stock Incentive Plan Non-Qualified Stock Option Agreement (Employee) __________________________________ _____-____-_____ Name of Option Holder Social Security Number ________________________________________________________ Street Address _________________________ _______________ ________ City State ZIP Code This Non-Qualified Stock Option Agreement is intended to set forth the terms and conditions on which a Non-Qualified Stock Option has been granted under the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Non-Qualified Stock Option. Attached as Appendix A are the general terms and conditions of this Non- Qualified Stock Option. Option Terms (A) (B) (C) Grant Date 5/23/96 5/23/96 5/23/96 Class of Optioned Shares* Common Common Common No. of Optioned Shares* Exercise Price Per Share* Vesting Date* 5/23/97 5/23/98 5/23/99 Exercise Period Expiration* 5/22/06 5/22/06 5/22/06 * Subject to adjustment as provided in the Plan and the General Terms and Conditions set forth in Appendix A. By signing where indicated below, Haven grants this Non-Qualified Stock Option upon the terms and conditions specified in this Non- Qualified Stock Option Agreement, and the Option Holder acknowledges receipt of this Non-Qualified Stock Option Agreement, including Appendix A, and agrees to observe and be bound by the terms and conditions set forth herein. HAVEN BANCORP, INC. OPTION HOLDER By ___________________________ ___________________________ Name: Date: Title: Instructions: This page should be completed by or on behalf of the Committee or the Administrator. Any blank space intentionally left blank should be crossed out. An Option consists of a number of Optioned Shares with uniform terms and conditions. Where Options are granted on the same date with varying terms and conditions (for example, varying exercise prices or vesting dates), the Options should be recorded as a series of grants each with its own uniform terms and conditions. Appendix A Haven Bancorp, Inc. 1996 Stock Incentive Plan Non-Qualified Stock Option Agreement (Employee) General Terms and Conditions Section 1. Non-Qualified Stock Option. Haven does not intend the Option evidenced hereby to be an "incentive stock option" within the meaning of section 422 of the Internal Revenue Code of 1986 ("Code"). Section 2. Exercise Period. Subject to the vesting requirements of Section 3, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at any time during the period ("Exercise Period") commencing on the first anniversary of the Grant Date and ending on the earliest to occur of the following dates: (a) the last day of the ten-year period commencing on the date first above written; (b) the last day of the one-year period commencing on the date the Option Holder ceases to be an Eligible Individual other than due to termination for cause; and (c) the date the Option Holder ceases to be an Eligible Individual due to a termination for cause; provided, however, that in the event of the Option Holder's normal or early retirement under the Corporation's tax-qualified retirement plan ("Retirement") prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence as of the effective date of such Retirement; and provided further, that in the event of a Change in Control prior to the commencement of the Exercise Period, the Exercise Period shall automatically commence on the earliest date on which the Change in Control is deemed to have occurred. Section 3. Vesting. The Optioned Shares shall become vested and available for purchase by the Option Holder as of the specified Vesting Date(s); provided, however, that in the event of the Option Holder's Retirement prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase as of such Retirement; and further provided, that in the event of a Change in Control prior to the applicable Vesting Date, such Optioned Shares shall become vested and available for purchase on the earliest date on which the Change in Control is deemed to have occurred. Section 4. Exercise Price. Subject to Section 3, during the Exercise Period, the Option Holder shall have the right to purchase all or any portion of the Optioned Shares at the Exercise Price per Share. Section 5. Method of Exercise. Subject to section 3, the Option Holder may, at any time during the Exercise Period specified in section 2, exercise his right to purchase all or any part of the Optioned Shares then available for purchase; provided, however, that the minimum number of Optioned Shares which may be purchased shall be one hundred (100) or, if less, the total number of Optioned Shares then available for purchase. The Option Holder shall exercise such right by: (a) giving written notice to the Committee or Administrator, in the form attached hereto as Appendix B; and (b) delivering to the Committee or Administrator full payment of the Exercise Price for the Optioned Shares to be purchased. The date of exercise shall be the earliest date practicable following the date the requirements of this section 5 have been satisfied, but in no event more than three (3) days after such date. Payment shall be made (i) in United States dollars by certified check, money order or bank draft made payable to the order of Haven, (ii) in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached, already owned by the Option Holder and having a fair market value equal to the Exercise Price, such fair market value to be determined in such manner as may be provided by the Committee or the Administrator or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, or (iii) in a combination of (i) and (ii). Section 6. Delivery and Registration of Optioned Shares. As soon as is practicable following the date on which the Option Holder has satisfied the requirements of section 5, the Committee shall take such action as is necessary to cause Haven to issue a stock certificate evidencing the Option Holder's ownership of the Optioned Shares that have been purchased. The Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to Optioned Shares, prior to the date as of which such Optioned Shares are transferred to the Option Holder on the stock transfer records of Haven, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, except as may be required under section 8. The obligation of Haven to deliver Shares under this Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Option Holder to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other 2 event eliminating the necessity of such representation. Haven shall not be required to deliver any Shares under this Agreement prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulations as the Committee shall determine to be necessary or advisable. Section 7. Grant of Appreciation Right; Cancellation of Options. (a) The Option Holder is hereby granted an Appreciation Right relating to all of the Shares subject to the Option granted hereunder, with an Exercise Price per Share equal to the Exercise Price per Share of such Option. Such Appreciation Right shall be exercisable only in the event of a Change in Control and in accordance with and subject to the terms and conditions imposed under the Plan and this Agreement. (b) The Option Holder may, in the event of a Change in Control, exercise such Appreciation Right by delivering to the Committee or Administrator advance written notice, in the form and manner prescribed by the Committee or Administrator, of his or her intent to exercise the Appreciation Right and the number of Shares with respect to which the Appreciation Right is to be exercised. Except as provided below, within ten (10) days after the giving of such a notice, the Committee shall cause Haven to deliver to the Option Holder a monetary payment in an amount per Share equal to the amount by which the Change in Control Consideration exceeds the Exercise Price per Share of each of the Appreciation Rights being exercised. The exercise of an Appreciation Right which relates to all or a portion of an Option shall be treated as an exercise of the related Option and a subsequent resale of the Shares acquired thereby. (c) Notwithstanding anything herein contained to the contrary, the Option and/or Appreciation Right granted hereunder shall be cancelled immediately prior to the effective time of a Change in Control resulting from a transaction between the Corporation and another party pursuant to a written agreement whereby the consummation of the transaction is conditioned upon the availability of "pooling of interests" accounting treatment (within the meaning of A.P.B. No. 16 or any successor thereto); provided, however, that the cancellation of such Option and/or Appreciation Right shall be subject to the following conditions: (i) the existence of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction ineligible for pooling of interests accounting treatment; 3 (ii) the cancellation of the Option and/or Appreciation Right would (in the opinion of the firm of independent certified public accountants regularly engaged to audit the Corporation's financial statements) render the transaction eligible for pooling of interests accounting treatment; and (iii) the transaction is, in fact, consummated. Section 8. Adjustments in the Event of Reorganization. In the event of any merger, consolidation, or other business reorganization in which Haven is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each Person who is then a shareholder of record, the number of Optioned Shares subject to the Option granted hereunder and the Exercise Price per Share of such Option shall be adjusted in accordance with Section 9.3(a) of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which Haven is not the surviving entity, the Option granted hereunder shall be cancelled or adjusted in accordance with Section 9.3(b) of the Plan. Section 9. No Right to Continued Employment. Nothing in this Agreement, nor any action of the Board or Committee with respect to this Agreement, shall be held or construed to confer upon the Option Holder any right to a continuation of employment by the Corporation. The Option Holder may be dismissed or otherwise dealt with as though this Agreement had not been entered into. Section 10. Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: (a) If to the Committee: Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan (b) If to the Option Holder, to the Option Holder's address as shown in the Corporation's personnel records. 4 Section 11. No Assignment. The Option granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such Option be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Option Holder other than by will or by the laws of descent and distribution. During the Option Holders lifetime, the Option granted hereunder shall be exercisable only by him. This section 11 shall not prohibit the Option Holder from designating, in the form attached hereto as Appendix C, a beneficiary or beneficiaries to receive such Option in the event of the Option Holder's death prior to exercising the Option. Section 12. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Haven and the Option Holder and their respective heirs, successors and assigns. Section 13. Construction of Language. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan. Section 14. Governing Law. This Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law. Section 15. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between Haven and the Option Holder. Section 16. Plan Provisions Control. This Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Option Holder acknowledges receipt of a copy of the Plan. Section 17. Acceptance by Option Holder. By executing this Agreement and returning a fully executed copy hereof to the Committee at the address specified in Section 10, the Option Holder signifies his acceptance of the terms and conditions of this Option. If a fully executed copy of this Agreement is not received 5 by the Committee or Administrator within forty-five (45) days after the later of the Grant Date or the date this Non-Qualified Stock Option Agreement is received by the Option Holder, the Committee may revoke the Option granted, and thereby avoid all obligations, hereunder. 6 Appendix B Haven Bancorp, Inc. 1996 Stock Incentive Plan Notice of Exercise of Non-Qualified Stock Option (Employee) IMPORTANT INFORMATION AND INSTRUCTIONS PLEASE READ CAREFULLY Use this Notice to inform the Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") that you are exercising your right to purchase shares of common stock ("Shares") of Haven Bancorp, Inc. ("Haven") pursuant to a non-qualified stock option ("Option") granted under the Plan. If you are not the person to whom the Option was granted ("Option Recipient"), you must attach to this Notice proof of your right to exercise the Option granted under the Non-Qualified Stock Option Agreement entered into between Haven and the Option Recipient ("Agreement"). This Notice should be personally delivered or mailed by certified mail, return receipt requested to: Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421 Attention: Administrator of the Haven Bancorp, Inc. 1996 Stock Incentive Plan. The effective date of the exercise of the Option shall be the earliest date practicable following the date this Notice is received by the Plan Administrator, but in no event more than three days after such date ("Effective Date"). Except as specifically provided to the contrary herein, capitalized terms shall have the meanings assigned to them under the Plan. This Notice is subject to all of the terms and conditions of the Plan and the Agreement. 1. Purchase of Shares. Pursuant to the Agreement made and entered into as of ________________, 199__, by and between Haven and __________________________ [enter the name of the Option Holder], I hereby exercise my right to purchase ________ Shares at an Exercise Price per Share of $___________, for a Total Exercise Price of $___________ [enter the product of the number of Shares multiplied by the Exercise Price per Share]. As a payment for such Shares, I have [check and complete one or more; the sum of the amounts shown in (a), (b) and (c) must equal the Total Exercise Price]: (a) ____ enclosed a certified check, money order or bank draft payable to the order of Haven Bancorp, Inc. in the amount of $____________ (b) ____ enclosed Shares duly endorsed for transfer to Haven Bancorp, Inc. with all necessary stock transfer tax stamps attached and having a Fair Market Value of $____________ (c) authorized a "cashless exercise" through ____________________ [enter the name of a brokerage or investment banking firm only if you have already made arrangements with such firm to effect a "cashless exercise," and attach documentation evidencing such arrangements] which will deliver to Haven Bancorp, Inc. the proceeds of a sale of Shares subject to the Option having a Fair Market Value of $____________ Total Exercise Price $____________ 2. Issuance of Certificates. I hereby direct that the stock certificates representing the Shares purchased pursuant to Section 1 above (after any sale pursuant to a "cashless exercise") be issued to the following person(s) in the amount specified below: Name and Address Social Security No. Number of Shares _____________________ ______-_____-______ ________________ _____________________ _____________________ ______-_____-______ ________________ _____________________ 3. Withholding Election. [For Option Holders only. Beneficiaries should not complete.] I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request Haven to retain or sell a sufficient number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following manner [check one]: (a) ____ With a certified or bank check that I will deliver to the Administrator on the day after the Effective Date of my Option exercise. (b) ____ With the proceeds from a sale of Shares that would otherwise be distributed to me. I understand that the withholding election I have made on this form is not binding on the Administrator, and that the Administrator will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I further understand that the Administrator may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me. I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary. 2 4. Compliance with Tax and Securities Laws. I understand that I must rely on, and consult with, my own tax and legal counsel (and not Columbia Federal Savings Bank or Haven) regarding the application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the exercise of my Option and the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable. Signature: ______________________________ Date:_________________ Address:________________________________________________________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Plan Administrator Received [check one]: _____ By Hand _____ By Mail By: _____________________________ Date of Receipt: __________ Authorized Signature 3 Appendix B Haven Bancorp, Inc. 1996 Stock Incentive Plan Beneficiary Designation (Restricted Stock Award) IMPORTANT INFORMATION AND INSTRUCTIONS PLEASE READ CAREFULLY Use this form to designate the Beneficiary(ies) to receive your right to receive the shares of common stock ("Shares") of Haven Bancorp, Inc. ("Haven") granted to you under the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") if you should die before receiving distribution of such Shares. You should give your Beneficiary(ies) a copy of this completed form. This Beneficiary Designation should be completed and personally delivered or mailed by registered or certified mail, return receipt requested, to Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421, Attention: Administrator of the 1996 Stock Incentive Plan. Except as specifically provided to the contrary herein, capitalized terms shall have the meanings assigned to them under the Plan. This Beneficiary Designation is subject to all of the terms and conditions of the Plan. 1. Designation. [Complete sections 1(a) and 1(b). Write in all of the information requested. If no percentage interests are specified, each Beneficiary in the same class of Beneficiaries (primary or contingent) will have an equal interest. If any designated Beneficiary predeceases you, the interests of each of the remaining Beneficiaries in the same class (primary or contin- gent) shall be increased proportionately.] (a) Primary Beneficiary(ies). I hereby name the following person or persons as my primary Beneficiary(ies) to receive the Shares granted to me on ______________ under the Plan, if I should die before exercising such Shares. I reserve the right to change or revoke this designation at any time prior to my death without the consent of any person.
Date of Percentage Name and Address Social Security Number Relationship Birth Interest __________________ _____-____-_____ ____________ _______ __________ __________________ __________________ _____-____-_____ ____________ _______ __________ __________________ (b) Contingent Beneficiary(ies). I hereby designate the following person or persons as my contingent Beneficiary(ies) to receive the Shares described above if all of my primary Beneficia- ry(ies) designated in Section 1(a) above should die before such amounts are distributed. I reserve the right to change or revoke this designation at any time prior to my death without the consent of any person:
Date of Percentage Name and Address Social Security Number Relationship Birth Interest __________________ _____-____-_____ ____________ _______ __________ __________________ __________________ _____-____-_____ ____________ _______ __________ __________________ 2. Effectiveness of Designation. I understand that the Beneficia- ry designations made on this form shall be effective only if this form is properly completed and received by the Administrator prior to my death. I also understand that an effective Beneficiary designation revokes all previous designations and that this designation is subject to all of the terms and conditions of the Plan. Signature: ________________________________ Date: _____________ Address: _______________________________________________________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Plan Administrator Received [check one]: ____ By Hand ____ By Mail By _______________________________ Date of Receipt: ____________ Authorized Signature 2 Appendix C Haven Bancorp, Inc. 1996 Stock Incentive Plan Beneficiary Designation (Option) IMPORTANT INFORMATION AND INSTRUCTIONS PLEASE READ CAREFULLY Use this form to designate the Beneficiary(ies) to receive your right to purchase shares of common stock ("Shares") of Haven Bancorp, Inc. ("Haven") pursuant to a non-statutory stock option or incentive stock option ("Option") granted to you under the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") if you should die before exercising such Option. In the event of your death, your Option will generally remain exercisable, to the extent of your vested Shares, for one year following the date of your death. You should give your Beneficiary(ies) a copy of this completed form, which should be filed by such Beneficiary with a Notice of Exercise of Non-Statutory or Incentive Stock Option, in order to exercise your Option after your death. This Beneficiary Designation should be completed and personally delivered or mailed by registered or certified mail, return receipt requested, to Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421, Attention: Administrator of the 1996 Stock Incentive Plan. The effective date of the designations made herein will be the date this Beneficiary Designation is received by the Administrator. Except as specifi- cally provided to the contrary herein, capitalized terms shall have the meanings assigned to them under the Plan. This Beneficiary Designation is subject to all of the terms and conditions of the Plan. 1. Designation. [Complete sections 1(a) and 1(b). Write in all of the information requested. If no percentage interests are specified, each Beneficiary in the same class of Beneficiaries (primary or contingent) will have an equal interest. If any designated Beneficiary predeceases you, the interests of each of the remaining Beneficiaries in the same class (primary or contin- gent) shall be increased proportionately.] (a) Primary Beneficiary(ies). I hereby name the following person or persons as my primary Beneficiary(ies) to receive the right to exercise the Option granted to me on ______________ under the Plan, if I should die before exercising such Option. I reserve the right to change or revoke this designation at any time prior to my death without the consent of any person.
Date of Percentage Name and Address Social Security Number Relationship Birth Interest __________________ _____-____-_____ ____________ _______ __________ __________________ __________________ _____-____-_____ ____________ _______ __________ __________________ (b) Contingent Beneficiary(ies). I hereby designate the following person or persons as my contingent Beneficiary(ies) to receive the right to exercise my Option if all of my primary Beneficiary(ies) designated in Section 1(a) above should die before me or before exercising such Option and without having designated a Beneficiary(ies). I reserve the right to change or revoke this designation at any time prior to my death without the consent of any person:
Date of Percentage Name and Address Social Security Number Relationship Birth Interest __________________ _____-____-_____ ____________ _______ __________ __________________ __________________ _____-____-_____ ____________ _______ __________ __________________ 2. Effectiveness of Designation. I understand that the Beneficia- ry designations made on this form shall be effective only if this form is properly completed and received by the Administrator prior to my death. I also understand that an effective Beneficiary designation revokes all previous designations and that this designation is subject to all of the terms and conditions of the Plan. Signature: ________________________________ Date: _____________ Address: _______________________________________________________ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Plan Administrator Received [check one]: ____ By Hand ____ By Mail By _______________________________ Date of Receipt: ____________ Authorized Signature 2
EX-5 4 OPINION OF COUNCEL EXHIBIT 5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality of the securities being registered Consent of Thacher Proffitt & Wood Writer's Direct Dial 212-912-7429 June 18, 1996 Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, New York 11421 Re: Haven Bancorp, Inc. 1996 Stock Incentive Plan Dear Sirs: We have acted as counsel for Haven Bancorp, Inc., a Delaware corporation ("Corporation"), in connection with the filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended ("Registration Statement") with respect to 210,000 shares of its common stock, par value $.01 per share ("Shares"), which may be issued pursuant to the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan"). In rendering the opinion set forth below, we do not express any opinion concerning law other than the federal law of the United States and the corporate law of the States of New York and Delaware. We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments as we have deemed necessary or advisable for purposes of this opinion. As to matters of fact, we have examined and relied upon the Plan described above and, where we have deemed appropriate, representations or certificates of officers of the Corporation or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the Shares which are being registered pursuant to the Registration Statement have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and non-assessable. In rendering the opinion set forth above, we have not passed upon and do not purport to pass upon the application of "doing business" or securities or "blue-sky" laws of any jurisdiction (except federal securities law). -2- This opinion is given solely for the benefit of the Corporation and purchasers of shares under the Plan, and no other person or entity is entitled to rely hereon without express written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our Firm's name therein. Very truly yours, Thacher Proffitt & Wood /s/ Lisa M. Miller __________________________ By: Lisa M. Miller EX-23 5 CONSENTS OF EXPERTS & COUNCEL EXHIBIT 23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof) EXHIBIT 23.2 Consent of KPMG Peat Marwick LLP The Board of Directors Haven Bancorp, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Haven Bancorp, Inc., relating to the Haven Bancorp, Inc. 1996 Stock Incentive Plan, of our report dated January 25, 1996 with respect to the consolidated statements of financial condition of Haven Bancorp, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report is incorporated by reference in the December 31, 1995 Annual Report on Form 10-K of Haven Bancorp, Inc. Our report includes an explanatory paragraph that refers to the adoption of a new accounting principle as discussed in the notes to those financial statements. We also consent to the reference to our firm under the heading "Experts" in the resale prospectus. KPMG PEAT MARWICK LLP Jericho, New York June 27, 1996 EX-99 6 PROSPECTUS EXPLANATORY NOTE This registration statement includes or is deemed to include two forms of prospectus: one to be sent or given to certain participants (the "Employee Prospectus") in the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended ("Securities Act"), and one to be used in connection with certain reoffers and resales (the "Resale Prospectus") of shares of Common Stock, par value $0.01 per share, of Haven Bancorp, Inc. by participants in the Plan as contemplated by Instruction C to Form S-8 under the Securities Act. The form of Employee Prospectus has been omitted from this registration statement as permitted by Part I of Form S-8. The form of Resale Prospectus is included herein immediately following this page. CROSS-REFERENCE SHEET (Showing location of Information Requested by Form S-8) Items Required by Part I of Form S-3 S-3 Item Prospectus Heading 1. Forepart of Registration Front Cover Page of Prospectus; Statement and Outside Front this Cross-Reference Sheet Cover Page of Prospectus 2. Inside Front and Outside Available Information; Back Cover Pages of Incorporation of Certain Prospectus Documents by Reference; Table of Contents 3. Summary Information, Risk Available Information; Risk Factors and Ratio of Factors Earnings to Fixed Charges 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Determination of Offering Price Price 6. Dilution Not Applicable 7. Selling Security Holders Selling Security Holders 8. Plan of Distribution Plan of Distribution 9. Description of Securities Not Applicable to be Registered 10. Interests of Named Experts Legal Opinions; Experts and Counsel 11. Material Changes Not Applicable 12. Incorporation of Certain Incorporation of Certain Documents by Reference Documents by Reference 13. Disclosure of Commission Indemnification of Directors Position on Indemnification and Officers for Securities Act Liabilities PROSPECTUS HAVEN BANCORP, INC. 210,000 SHARES OF COMMON STOCK ($0.01 Par Value) Offered or to be Offered by Certain Selling Shareholders of Haven Bancorp, Inc. Following their Acquisition under the Haven Bancorp, Inc. 1996 Stock Incentive Plan Certain holders of Haven Bancorp, Inc. Common Stock ("Haven Common Stock") may offer, from time to time, up to 210,000 shares of Haven Common Stock which they acquired under the Haven Bancorp, Inc. 1996 Stock Incentive Plan ("Plan") pursuant to the exercise of options and the grant of restricted stock thereunder. The shares may be sold directly by the holder to purchasers or may be given by the holder to donees, such as members of the holder's family or charitable organizations, and then sold by the donee to the purchasers. Sales may occur through the facilities of the National Association of Securities Dealers Automated Quotation ("Nasdaq") National Market System, on which the shares are quoted, or may occur privately. This Prospectus relates to 210,000 authorized shares of Haven Common Stock reserved for issuance under the Plan. In addition, this Prospectus covers an indeterminate number of additional shares of Haven Common Stock that, by reason of certain events specified in the Plan, may be acquired by the selling shareholders under the Plan through options or restricted stock granted thereunder. Such shares are, at the date hereof, either unissued shares or are held as treasury stock by Haven Bancorp, Inc. ("Company"). It is suggested that this Prospectus be retained for future reference. This Prospectus contains a discussion of material risks in connection with the purchase of shares of the Company. See "Risk Factors" at page 3. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY OTHER GOVERNMENT AGENCY. The date of this prospectus is June 28, 1996. AVAILABLE INFORMATION Haven Bancorp, Inc. is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Information, as to particular dates, concerning directors and officers, their remuneration, options granted to them, the principal holders of Haven Common Stock, and any material interest of such persons in transactions with Haven Bancorp, Inc. is disclosed in proxy statements distributed to shareholders of Haven Bancorp, Inc. and filed with the Commission. Such reports, proxy statements, and other information can be inspected and copied at the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; at Public Reference Facilities in the Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661; and at the New York Regional Office in Five World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. Haven Common Stock is traded in the over-the- counter market and is quoted on the Nasdaq National Market System. Reports, proxy material and other information concerning Haven Bancorp, Inc. may also be inspected at the offices of the National Association of Securities Dealers, 1735 K Street N.W., Washington D.C. 20006-1500. Haven Bancorp, Inc. has filed with the Commission in Washington D.C., a Registration Statement under the Securities Act of 1933, as amended, with respect to the securities to which this prospectus relates. As permitted by the rules and regulations of the Commission, this prospectus does not contain all the information set forth in the Registration Statement, including the exhibits thereto, which may be obtained from the Public Reference Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon payment of the prescribed fees. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated by reference herein the Haven Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 1995, and the Haven Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, filed by Haven Bancorp, Inc. pursuant to Section 13 of the Exchange Act. The description of the class of securities offered under the Plan is described in the Registration Statement on Form S-1, and any amendments thereto, filed by Haven Bancorp, Inc. with the Commission. Such description is incorporated by reference herein. All documents filed by Haven Bancorp, Inc. pursuant to Sections 13, 14, or 15(d) of the Exchange Act subsequent to the 2 date of this Prospectus and prior to the termination of the offering of the securities made hereby are incorporated herein by reference, and such documents shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Haven Bancorp, Inc. will provide without charge to each person to whom this Prospectus is delivered, upon request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests shall be directed to Ms. Catherine Califano, Senior Vice President, Chief Financial Officer, Haven Bancorp, Inc., 93-22 Jamaica Avenue, Woodhaven, New York 11421. Telephone requests may be directed to (718) 847-7041. The principal executive offices of Haven Bancorp, Inc. are located at 93-22 Jamaica Avenue, Woodhaven, New York 11421. The telephone number at such offices is (718) 847-7041. RISK FACTORS The following considerations, in addition to those discussed elsewhere in this Prospectus, should be considered by investors in deciding whether to purchase the Common Stock offered hereby. POTENTIAL IMPACT OF CHANGES IN INTEREST RATES. The Company's profitability, like that of most financial institutions, is dependent to a large extent upon its net interest income, which is the difference between its interest income on earning assets " such as loans, mortgage-backed and mortgage-related securities and debt securities " and its interest expense on interest-bearing liabilities, such as deposits and borrowings. The Company's net interest income, the primary component of its net income, is subject to substantial risk due to changes in interest rates, particularly if there is a substantial variation in the timing between the repricing of its assets and the liabilities which fund them. The Company will continue to be affected by general changes in levels of interest rates and other economic factors beyond its control. At December 31, 1995, the Company's total interest-earning assets maturing or repricing within one year exceeded its total interest-bearing liabilities maturing or repricing in the same time period by $31.5 million, 3 representing a one-year cumulative interest rate sensitivity gap as a percentage of total assets of positive 2.14%. In a rising interest rate environment, the Company would be in a better position to invest in higher yielding assets which would result in the yield on its assets increasing at a pace closer to the cost of its interest-bearing liabilities, than would be the case if it had a negative gap. During a period of falling interest rates, the Company would tend to have its assets repricing at a faster rate than one with a negative gap, which would tend to restrain the growth of its net interest income. In order to reduce its sensitivity to interest rate risk, the Company's current strategy includes emphasizing the origination or purchase for portfolio of adjustable-rate loans, debt securities and mortgage-backed securities and maintaining a securities available for sale portfolio. Increases in the level of interest rates may also adversely affect the value of the Company's debt securities and other earning assets and the ability to realize gains on the sale of such assets. Generally, the value of fixed rate instruments fluctuates inversely with changes in interest rates. As a result, increases in interest rates could result in decreases in the carrying value of interest-earning assets which could adversely affect the Company's result of operations if sold or, in the case of interest-earning assets classified as available for sale, the Company's equity if retained. Increases in interest rates also can affect the type (fixed-rate or adjustable-rate) and amount of loans originated by the Company and the average life of loans and securities, which can adversely impact the yields earned on the Company's loan and securities portfolio. WEAKNESS IN LOCAL ECONOMY. The Bank's primary market area is concentrated in the neighborhoods surrounding its nine full service offices and one supermarket branch, eight of which, including the Bank's main office, are located in the New York City Borough of Queens and two of which are located in Suffolk County, New York. Management believes that all of its branch offices are located in communities that can generally be characterized as stable, residential neighborhoods of predominantly one- to four-family residences and middle income families. In recent years, the New York metropolitan area experienced reduced employment as a result of the general decline in the local economy and other factors. Additionally, the area experienced a general decline in real estate values, particularly in commercial properties and land, as well as in the cooperative and condominium markets as represented by appraisals available at that time that reflected sharp decreases in property values. These factors contributed to a significant decline in the Bank's asset quality in 1991 and 1992. During the past three and one-half years, the Bank's expanded loan work-out/resolution efforts have successfully contributed toward reducing non- 4 performing assets to manageable levels. Although there are a number of encouraging signs in the local economy and the Bank's real estate markets, it is unclear how these factors will affect the Bank's asset quality in the future. These negative trends have stabilized somewhat in more recent periods. Although the Bank continues to emphasize one- to four- family residential loans, the economic conditions affecting the Bank's market areas and rises in interest rates during the second half of 1994 resulted in reduced loan demand. During these periods of reduced loan demand, the Bank increased its emphasis on investing principally in mortgage-backed securities to maintain management's strategy of asset growth. More recently, however, decreases in interest rates coupled with the Bank's new wholesale loan programs with area brokers and mortgage bankers have resulted in increased loan demand. If current economic conditions deteriorate and loan demand weakens, no assurances can be made that the Bank will be able to sustain or increase its level of originations of mortgage loans in its local market areas. There can be no assurances that conditions in the regional economy, national economy, or real estate market in general will not deteriorate. A weakness or deterioration in the economic conditions of the Bank's primary lending area in the future may result in the Bank experiencing increases in non-performing loans and non-performing assets. Such increases would likely result in higher provisions for loan losses, reduced levels of earning assets which would lower the level of net interest income and possibly result in higher levels of other real estate owned expense. MARKET COMPETITION. The New York City metropolitan area has a high number of financial institutions, many of which are significantly larger and have greater financial resources than the Bank, and all of which are competitors of the Bank to varying degrees. The Bank's competition for loans and deposits comes principally from savings and loan associations, savings banks, commercial banks, mortgage banking companies, insurance companies and credit unions. In addition, the Bank faces increasing competition for deposits from non-bank institutions such as brokerage firms and insurance companies in such areas as short-term money market funds, corporate and government securities funds, mutual funds and annuities and insurance. Competition may also increase as a result of the lifting of restrictions on the interstate operations of financial institutions. DIVERSIFIED LENDING RISK. The Bank's loan portfolio consists primarily of conventional first mortgage loans secured by owner occupied one- to four-family 5 residences, and, to a lesser extent, multi-family residences, commercial real estate and construction and land loans. Also, the Bank's loan portfolio includes cooperative loans, which the Bank has not originated since 1990 except to facilitate the sale of real estate owned (REO) or to restructure a problem asset. During 1995, the Bank transferred $12.0 million of performing cooperative apartment loans at fair value, net of charge-offs of $749,000, to loans held for sale to continue its efforts to reduce its cooperative loan portfolio. Multi-family, commercial real estate, construction and land development, and consumer and other loans are generally considered to involve a higher degree of credit risk than one- to four-family residential mortgage loans. In particular, multi-family and commercial real estate lending typically involves higher loan amounts, and the repayment of such loans generally depends on income produced by the property being sufficient to cover operating expenses and debt service. Due to circumstances outside the borrower's control, income from the property as well as its market value can be adversely affected. RECAPITALIZATION OF SAIF, SAIF PREMIUMS AND PROPOSED BIF PREMIUMS The FDIC has adopted a risk-based insurance assessment system. The FDIC assigns an institution to one of three capital categories based on the institution's financial information, as of the reporting period ending seven months before the assessment period, consisting of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized, and one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation provided to the FDIC by the institution's primary federal regulator and information which the FDIC determines to be relevant to the institution's financial condition and the risk posed to the deposit insurance funds. An institution's assessment rate depends on the capital category and supervisory category to which it is assigned. Assessment rates currently range from 23 basis points to 31 basis points. The FDIC is authorized to raise the assessment rates in certain circumstances. The FDIC has exercised this authority several times in the past and may raise insurance premiums in the future. If such action is taken by the FDIC, it could have an adverse effect on the earnings of the Bank. The Bank's assessment rate for the year ended 1995 was .23% of deposits. The FDI Act requires that the SAIF and BIF each be recapitalized until its reserves are at least 1.25% of the deposits 6 insured by that fund. The FDIC reported that the BIF attained the 1.25% reserve ratio in May 1995. However, subject to changes in law, the SAIF is not expected to be recapitalized until 2002. SAIF reserves have not grown as quickly as the BIF reserves due to a number of factors, including the fact that a significant portion of SAIF assessments have been and are currently being used to make payments on bonds ("FICO bonds") issued in the late 1980s by the Financing Corporation to recapitalize the now defunct Federal Savings and Loan Insurance Corporation. Because of the recapitalization of the BIF, the FDIC lowered the assessment rates for BIF-insured institutions. The assessment rates for BIF-insured institutions were first lowered to a range of $0.04 to $0.31 per $100 of deposits, effective June 1, 1995. More recently, the FDIC again lowered the annual assessment rates, effective January 1, 1996, to the legal minimum of $2,000 for all BIF-insured institutions that were well capitalized and in the highest supervisory category. The FDIC estimated that 92% of BIF- insured institutions will pay only the minimum annual assessment. The remaining BIF-insured institutions will pay at assessment rates ranging from 0.03% to 0.27% of deposits. Given the undercapitalized nature of the SAIF, the FDIC continued the range of assessment rates of $0.23 to $0.31 per $100 of deposits for SAIF-insured institutions and for BIF-insured institutions required to pay SAIF assessments with respect to SAIF deposits. As a result of the BIF assessment reductions, institutions that are required to pay SAIF assessments, such as the Bank, are likely to be subject to a significant competitive disadvantage relative to BIF-insured institutions, pending any legislative action to remedy the disparity. The FDIC has recognized that the disparity may have adverse consequences for such institutions, including reduced earnings and an impaired ability to raise funds in capital markets and to attract deposits. Further, it is not currently known whether institutions that are required to pay SAIF assessments will, in the absence of any legislative remedy for SAIF recapitalization, be required to pay higher deposit insurance assessments in the future. The proposed Balanced Budget Act of 1995, which was vetoed by the President, included provisions that focused on a resolution of the financial problems of the SAIF. Under the provisions of the Budget Act, all SAIF member institutions would have paid a special assessment to recapitalize the SAIF, and the assessment base for the payments on the FICO bonds would have been expanded to include the deposits of both BIF- and SAIF-insured institutions. The amount of the special assessment required to recapitalize the SAIF was then estimated to be approximately 80 basis points of the SAIF- assessable deposits. This estimate of the special assessment was less than the assessment of 85 to 90 basis points that had been 7 previously estimated. The special assessment would have been assessed as of the first business day of January 1996 and would have been payable on that day or such other date prescribed by the FDIC not later than 60 days after enactment, based on the amount of SAIF deposits on March 31, 1995. If an 80 basis point assessment were assessed against the Bank's deposits as of March 31, 1995, the Bank's aggregate SAIF assessment liability would be approximately $8.3 million (before giving effect to any tax benefits). The President's veto of the Budget Act was not based on the above described provisions of the Budget Act, and Congressional leaders have in the past indicated that these provisions will be the basis for any future legislation to recapitalize the SAIF. Statements from Congressional leaders during March 1996 indicated that any legislation to resolve the BIF-SAIF disparity outside of the context of a budget reconciliation bill did not appear to be likely, and efforts have been made to include such BIF-SAIF legislation with other budgetary legislation. The assessments paid by BIF-insured institutions with respect to deposits acquired from SAIF-insured institutions are not, under the current interpretation of the relevant provisions of the FDIA, being used to pay interest on the FICO bonds, and there have been proposals to provide interim financial relief to the SAIF by amending the FDIA to require that such assessments paid by BIF-insured banks be subject to the payment of interest on the FICO bonds. As of the current date, the outlook for legislation for the recapitalization of the SAIF and the terms of such legislation are unclear. There have been reports that, as a result of the disparity in BIF and SAIF assessment rates, deposits held by subsidiaries of one holding company are being withdrawn from its SAIF-insured subsidiaries in significant amounts and being transferred to its BIF-insured subsidiaries, apparently in response to favorable rate differentials. The reports also suggest that the flow of funds from SAIF- to BIF-insured institutions will in the absence of any legislative recapitalization of the SAIF, increase within those holding companies that control both SAIF- and BIF-insured institutions. In addition, during 1995, the holding companies of several large SAIF-insured institutions announced plans to charter separate national or state commercial bank subsidiaries insured by the BIF, which are to be used to attract and reduce the holding company's SAIF insured deposits and reduce its overall liability for insurance assessments. These applications are still pending. If these applications are approved and if the shift of funds from SAIF-insured institutions to BIF-insured institutions continues, either within individual holding companies or otherwise in response to interest rate differentials based on the disparity in BIF and SAIF assessments rates, the result may be a significant reduction in the amount of deposits of SAIF-insured institutions. Another possible consequence of any significant reduction in the deposits 8 of SAIF-insured institutions would be a default in the payment of interest on the FICO bonds, which is paid from assessments on SAIF- insured institutions. Any significant movement of deposits from SAIF-insured to BIF-insured institutions will also increase the deposits insured by BIF and reduce the BIF reserve ratio. If the BIF-reserve ratio declines below the required 1.25% the FDIC will be required to increase the BIF-assessment rates. The Budget Act also provided for the merger of the BIF and SAIF on January 1, 1998, with such merger being conditioned upon the prior elimination of the thrift charter. Congressional leaders had also agreed that Congress should consider and act upon separate legislation to eliminate the thrift charter as early as possible in 1996. If adopted, such legislation would require that the Bank, as a federal savings bank, convert to a bank charter. Such a requirement to convert to a bank charter could cause the Bank to lose the favorable tax treatment for its bad debt reserves that it currently enjoys under Section 593 of the Internal Revenue Code ("Code") and to have all or part of its existing bad debt reserves recaptured into income. If enacted by Congress, such legislation would have the effect of reducing the capital of SAIF member institutions by the after tax cost of the special SAIF assessment, plus any related additional tax liabilities. The legislation would also have the effect of reducing any differential that may otherwise be required in the assessment rates for the BIF and SAIF. Management cannot predict whether the above legislation or any other legislative proposal will be enacted as described above, or if enacted, the amount of any special SAIF assessment, whether ongoing SAIF assessments will be reduced to a level equal to that of BIF assessments or whether, if thrifts are required to convert to a bank charter, there will be any relief from the additional tax liabilities that would be incurred upon the recapture of their bad debt reserves. It also cannot be predicted whether some other legislative action will be taken to address the BIF-SAIF disparity and what consequences such action could have for SAIF members. A significant increase in SAIF insurance assessments, either absolutely or relative to BIF assessments, a significant one-time fee to recapitalize the SAIF or a significant tax liability associated with the recapture of the bad debt reserve could have an adverse effect on the operating expenses and results of operations of the Bank. Under the FDI Act, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OTS. The 9 management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance. FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION. The Bank is subject to extensive regulation, examination and supervision by the OTS, as its chartering agency, and the FDIC, as the deposit insurer. The Bank is a member of the FHLB System and its deposit accounts are insured up to applicable limits by the SAIF managed by the FDIC. The Bank must file reports with the OTS and the FDIC concerning its activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the OTS and the FDIC to test the Bank's compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such policies, whether by the OTS, the FDIC or the Congress, could have a material adverse impact on the Company, the Bank and their operations. Congress currently has under consideration various proposals to consolidate the regulatory functions of the four federal banking agencies: the OTS, the FDIC, the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System. The outcome of efforts to effect regulatory consolidation is uncertain. Therefore, the Bank is unable to determine the extent to which legislation, if enacted, would affect its business. Certain of the regulatory requirements applicable to the Bank and to the Company are referred to below or elsewhere herein. The description of statutory provisions and regulations applicable to savings associations set forth herein do not purport to be complete descriptions of such statutes and regulations and their effects on the Bank. CERTAIN ANTI-TAKEOVER PROVISIONS. Stockholder Rights Agreement. On January 25, 1996, the Board of Directors of Haven Bancorp, Inc. declared a dividend of one preferred share purchase right ("Right") for each outstanding share of common stock, par value $.01 per share, pursuant to a Rights Agreement between the Company and Chemical Bank, as Rights agent 10 ("Rights Agreement"). The dividend was payable to stockholders of record on February 5, 1996. The Rights Agreement provides that attached to each share of Common Stock is a Right, which constitutes a right to purchase one one-hundredth interest in a share of Haven Bancorp, Inc. Series A Junior Participating Preferred Stock, par value $.01 per share ("Preferred Shares"), at a price of $90.00 per one one-hundredth interest in a Preferred Share ("Purchase Price"), subject to adjustment. The Rights will expire on February 5, 2006, unless extended or unless the Rights are earlier redeemed by the Company, in each case as described below. Until the date on which certain events take place (the "Dis- tribution Date"), the Rights will be evidenced by, with respect to any Common Share certificate outstanding on the Record Date, such Common Stock certificate with a copy of the Summary of Rights. The term "Distribution Date" means the earlier of (a) the 20th business day following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 10% or more of the outstanding Common Stock (collectively, an "Acquiring Person") or (b) the 20th business day (or such later date as may be determined by the Board of Directors of the Corporation) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated or associated persons of 10% or more of such outstanding Common Stock. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Stock having a market value of two times the purchase price of the Right. In the event that the Corporation is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power is sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current purchase price of the Right, that number of shares of common stock of the acquiring company that at the time of such transaction will have a market value equal to two times the purchase price of the Right. At any time after a person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition by such person or group of persons of 50% or more of the outstanding Common Stock, the Board of Directors of the Corporation may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, 11 at an exchange ratio (subject to adjustment) of one Common Share per Right. At its option, the Board may substitute interests in Preferred Shares (or shares of a class or series of the Corporation's preferred stock having equivalent rights, preferences and privileges) for Common Stock exchangeable for Rights at an initial rate (subject to adjustment) of one one-hundredth interest in a Preferred Share (or equivalent preferred share) for each Common Share. The Rights will not prevent a takeover of the Company. However, the Rights may cause substantial dilution to a person or group that acquires 10% or more of the Common Stock without receiving the prior approval of the Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. Accordingly, the Rights may result in the Company being less attractive to a potential acquiror and, in the event that the existence of the Rights did deter certain potential acquirors, such Rights could result in holders of Common Stock receiving less in the event of a takeover. The Rights should not interfere with any merger or other business combination approved by the Board of Directors of the Company. Provisions in the Company's and the Bank's Governing Instruments. Certain provisions of the Company's Certificate of Incorporation and Bylaws, particularly a provision limiting voting rights, and the Bank's Organization Certificate and Bylaws, as well as certain federal and state regulations, assist the Company in maintaining its status as an independent publicly owned corporation. These provisions provide for, among other things, supermajority voting, staggered boards of directors, noncumulative voting for directors, limits on the calling of special meetings of stockholders, limits on the ability to vote Common Stock beneficially owned in excess of 10% of outstanding shares, and certain uniform price provisions for certain business combinations. The voting limitation is applicable to persons, together with affiliates of and persons acting in concert with such persons, who hold revocable proxies if the shares of Common Stock represented by the revocable proxies are deemed beneficially owned by such persons and exceed the limit. These provisions in the Bank's and the Company's governing instruments may discourage potential proxy contests and other potential takeover attempts, particularly those which have not been negotiated with the Board of Directors, and thus, generally may serve to perpetuate current management. In general, Section 203 of the Delaware General Corporation Law ("DGCL") prevents an "interested stockholder" (defined generally as a person with 15% or more of a corporation's outstanding voting stock) from engaging in a "business combination" (as defined in the DGCL) with a Delaware corporation for three years following the date such person became an interested stockholder. 12 The provision is not applicable when (i) prior to the date the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation, not including shares owned by directors who are also officers and by certain employee stock plans or (iii) on or subsequent to the date the stockholder becomes an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders, and not by written consent, by the affirmative vote of the holders of at least two- thirds of the outstanding voting stock entitled to vote thereon, excluding shares owned by the interested stockholder. The DGCL's restrictions generally do not apply to business combinations with an interested stockholder that are proposed subsequent to the public announcement of, and prior to the consummation or abandonment of, certain mergers, sales of a majority of the corporation's assets or tender offers for 50% or more of the corporation's voting stock. The DGCL allows corporations to elect not to be subject to the provisions of the DGCL. The Company has not so elected. In addition to the provisions in the Company's and the Bank's organizational documents, certain provisions of the DGCL and the federal banking laws may be imposed upon acquirors of the Company's Common Stock, including restrictions that would require regulatory approval prior to any such acquisition. Provisions of Remuneration Plans and Agreements. Employment agreements with certain management officials, the Bank's severance policy and certain provisions of the Company's stock option plans and recognition and retention plans provide for benefits and cash payments in the event of a change in control of the Company or the Bank. The Company's Employee Stock Ownership Plan, stock option plans and recognition and retention plans also provide for accelerated vesting in the event of a change in control. These provisions may have the effect of increasing the cost of acquiring the Company, thereby discouraging future attempts to take over the Company or the Bank. Stock Ownership by Directors and Executive Officers. Directors and executive officers of the Bank and the Company currently hold or control the voting of approximately 15% of the shares of Common Stock outstanding either through direct ownership or through participation in employee benefit plans maintained be the Company or the Bank that hold Company stock. Management's 13 potential voting control could, together with additional stockholder support, defeat stockholder proposals requiring an 80% supermajority vote. As a result, these provisions may preclude takeover attempts that certain stockholders may deem to be in their best interest and may tend to perpetuate existing management. USE OF PROCEEDS The shares will be offered by certain employees or former employees of Haven Bancorp, Inc. and Columbia Federal Savings Bank who are present or former participants in the Plan, or their beneficiaries, for their personal accounts, and the proceeds from such sale will be used by them for their personal benefit. Haven Bancorp, Inc. will not receive any portion of the payment for the shares. DETERMINATION OF OFFERING PRICE The purchase price of the shares offered hereby will be the market price (plus customary or negotiated brokerage commissions) prevailing at the time of the sale in the case of transactions on the Nasdaq National Market System and negotiated prices related to market prices in private negotiated transactions not on any securities exchange. 14 SELLING SECURITY HOLDERS The persons selling shares of Haven Common Stock offered hereby will be participants or former participants in the Haven Bancorp, Inc. 1996 Stock Incentive Plan. Participants in the Plan include the following persons, who are affiliates of the Company, as that term has been defined by the Commission:
Number of Number of Percentage Number of Shares Shares to of Class to Position at Company or Shares Covered by by Held Be Owned Selling Affiliates within the Beneficially This After After Shareholder Past Three Years Owned(1)(2) Prospectus(2) Offering(3) Offering(4) Phillip S. Messina President and Chief 117,367 34,499 151,866 3.52% Executive Officer Joesph W. Rennhack Senior Vice President and 68,153 13,500 81,653 1.89 Secretary Thomas J. Seery Senior Vice President " 39,327 13,500 52,827 1.22 Operations Gerard H. McGuirk Senior Vice President and 29,608 13,500 43,108 * Chief Lending Officer Catherine Califano Senior Vice President 30,517 13,500 44,017 1.02 and Chief Financial Officer George S. Worgul Director; Chairman of 139,533 6,247 145,780 3.37 the Board; former CEO Robert L. Koop Director 34,797 6,247 41,044 * Robert J. Webster Director 39,797 6,247 46,044 1.07 William J. Claffey Director 28,297 6,247 34,544 * Robert M. Sprotte Director 36,797 6,247 43,044 * Joseph A. Ruggiere Director 65,597 6,247 71,844 1.66 Michael J. Fitzpatrick Director 29,797 6,247 36,044 * Robert M. Cashill Director 30,796 6,247 37,043 *
(1) Beneficial ownership in this table includes (a) the number of shares of Company Common Stock which such person has the right to acquire by the exercise of stock options, whether or not the stock options are vested as of June 27, 1996, (b) the number of shares held in such person's name in trust or otherwise under all of the Company's employee benefit plans and (c) the number of shares as to which such person shares voting and investment power. The figures reported in this column are as reported by shareholder on a Form 4 or Form 3 filed with the Commission. (2) Represents options granted as of June 1, 1996, which is the most recent date as of which such information is available. (3) Assumes that all shares presently owned and hereafter acquired under the Plan are sold. (4) Percentage with respect to each person has been calculated on the basis of 4,320,060 shares of Company Common Stock outstanding as of June 27, 1996. (*) denotes less than 1% of outstanding Common Stock. 15 PLAN OF DISTRIBUTION The shares may be offered for sale on the Nasdaq National Market System where they are quoted. They may be offered from time to time in private transactions. The Company does not expect to bear the expense of such sales. LEGAL OPINIONS The legal status of the shares of Haven Common Stock offered hereby will be passed upon for Haven Bancorp, Inc. by Thacher Proffitt & Wood, New York, New York. EXPERTS The consolidated financial statements of Haven Bancorp, Inc. and its subsidiaries as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 have been incorporated by reference in this Prospectus, in reliance upon the report of KPMG Peat Marwick LLP ("KPMG"), independent public accountants, also incorporated by reference herein, and the authority of such firm as experts in accounting and auditing. The report of KPMG includes an explanatory paragraph that refers to the adoption of a new accounting principle as discussed in the notes to those financial statements. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's authority to indemnify its officers and directors is governed by the provisions of Section 145, as amended, of the Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation of the Registrant. Article Tenth of the Certificate of Incorporation of the Registrant provides that any person who is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, will be indemnified and held harmless by the Registrant to the fullest extent authorized by the GCL. Such indemnification shall apply whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent. Such indemnification shall be against all expenses, liability and loss (including attorneys' 16 fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonable incurred or suffered in connection with the proceeding. This right to indemnification includes, to the extent permitted by the GCL, the right to be paid by the Registrant the expenses incurred in defending any such proceeding in advance of its final determination. If a claim for indemnification is not paid in full by the Registrant within sixty days after a written claim has been received by the Registrant, the indemnitee may at any time thereafter bring suit against the Registrant to recover the unpaid amount of the claim. If successful in whole or in part in any such suit (or in a suit brought by the Registrant to recover an advancement of expenses), the indemnitee shall be entitled to be paid also the expenses of prosecuting (or defending) such suit. In any such suit, it shall be a defense to the Registrant that the indemnitee has not met any applicable standard for indemnification set forth in the GCL. The burden of proof in any such suit shall be on the Registrant to prove that the indemnitee is not entitled to be indemnified. The right of indemnification conferred in Article Tenth of the Certificate of Incorporation shall not be exclusive of any right which any person may have or hereafter acquire under any statute, the Registrant's Bylaws, agreement, vote of stockholders, disinterested directors, or otherwise. The Registrant maintains directors' and officers' liability insurance coverage for all directors and officers of Haven Bancorp, Inc. and its subsidiaries through Aetna Casualty & Surety for one year policy terms ending April 14, 1997. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Haven Bancorp, Inc. pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. 17 No person has been authorized to give any information or to make any representation not contained HAVEN BANCORP, INC. in this Prospectus in connection with the offer made by this 210,000 SHARES Prospectus, and, if given or made, such information or representation COMMON STOCK must not be relied upon as having been authorized by Haven Bancorp, ($0.01 PAR VALUE) Inc. Neither the delivery of this Prospectus nor any sale made Offered or to be Offered hereunder shall under any by Certain Selling circumstances create an implication Shareholders of Haven that there has been no change in Bancorp, Inc. Following the affairs of Haven Bancorp, Inc. Their Acquisition under since the date hereof or that the the Haven Bancorp, Inc. information contained in this 1996 Stock Incentive Plan Prospectus is correct as of any date subsequent to the date of this Prospectus. This Prospectus does not constitute an offer or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. TABLE OF CONTENTS AVAILABLE INFORMATION ......... 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................. 2 RISK FACTORS .................. 3 USE OF PROCEEDS ............... 14 PROSPECTUS DETERMINATION OF OFFERING PRICE ................ 14 SELLING SECURITY HOLDERS ...... 15 PLAN OF DISTRIBUTION .......... 16 LEGAL OPINIONS ................ 16 EXPERTS ....................... 16 INDEMNIFICATION OF DIRECTORS AND OFFICERS ........ 16 DATED: June 28, 1996 18 -----END PRIVACY-ENHANCED MESSAGE-----