-----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, NX1TNLP/nvNOEDpbYjDhGyBeecmRgMYeZP2rjNyUu1qwg6OjzhYBKj36kjb5QQfg haXR4SN32mfUAcsnPQfigA== 0000950123-02-006067.txt : 20020611 0000950123-02-006067.hdr.sgml : 20020611 20020610154544 ACCESSION NUMBER: 0000950123-02-006067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020610 EFFECTIVENESS DATE: 20020610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90134 FILM NUMBER: 02675065 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 S-8 1 y61388sv8.txt NORTH FORK BANCORPORATION, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2002 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTH FORK BANCORPORATION, INC. (Exact name of Registrant as specified in its charter) Delaware 36-3154608 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 275 Broadhollow Road Melville, New York 11747 (Address of Principal Executive Offices) (Zip Code) NORTH FORK BANCORPORATION, INC. NEW EMPLOYEE STOCK COMPENSATION PLAN (Full title of the Plan) John Adam Kanas Chairman, President and Chief Executive Officer North Fork Bancorporation, Inc. 275 Broadhollow Road Melville, New York 11747 (Name and address of agent for service) (631) 844-1004 (Telephone number, including area code, of agent for service) Copies of all correspondence to: Thomas B. Kinsock, Esq. Stinson Morrison Hecker LLP 100 South Fourth Street, Suite 700 St. Louis, Missouri 63102 CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF SECURITIES BEING TO BE MAXIMUM AGGREGATE REGISTRATION REGISTERED REGISTERED (1) OFFERING PRICE OFFERING FEE PER SHARE (2) PRICE Common Stock 1,000,000 $38.53 $38,530,000.00 $3,544.76 $0.01 par value per share
(1) Represents maximum number of shares of Common Stock available for issuance under the Registrant's New Employee Stock Compensation Plan. (2) Estimated solely for the purpose of calculating the registration fee. Such estimate has been calculated in accordance with Rule 457(h) under the Securities Act of 1933, and is based upon the average of the high and low prices per share of the Registrant's Common Stock as reported on the New York Stock Exchange on June 5, 2002. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Commission are incorporated herein by reference: (a) The Registrant's latest annual report on Form 10-K filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) The description of the Registrant's Common Stock which is contained in the Registration Statement filed by the Registrant under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein and filed prior to the filing hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement, and any statement contained herein or in any other document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law (the "DGCL") generally provides that a corporation may indemnify directors, officers, employees or agents against liabilities they may incur in such capacities provided certain standards are met, including good faith and the reasonable belief that the particular action was in, or not opposed to, the best interests of the corporation. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper. Section 145 of the DGCL further provides that, among other things, to the extent that a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that a corporation is empowered to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify against such liability under Section 145. Indemnification as described above shall be granted in a specific case only upon a determination that indemnification is proper under the circumstances using the applicable standard of conduct which is made by (a) a majority of directors who were not parties to such proceeding, (b) independent legal counsel in a written opinion if there are no such disinterested directors or if such disinterested directors so direct, or (c) the shareholders. Article 8.1 of the Bylaws of the Registrant provides that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Registrant against expenses (including attorneys' fees), judgments, fines and settlement payments actually and reasonably incurred by him or her to the fullest extent permitted by the DGCL and any other applicable law, as may be in effect from time to time. Article 8.2 of the Bylaws of the Registrant provides that the Registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the Registrant or is serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her to the extent permitted by the DGCL, and any other applicable law as may be in effect from time to time. Section 102(b)(7) of the DGCL ("Section 102(b)(7)") permits the certificate of incorporation of a corporation to provide that a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (dealing with unlawful dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. Article 10 of the Registrant's Certificate of Incorporation provides that, subject only to the express prohibitions on elimination or limitation of liability of directors set forth in Section 102(b)(7), as the same may be amended from time to time, directors shall not be liable for monetary damages in excess of $25,000 per occurrence resulting from a breach of their fiduciary duties. The Registrant maintains a director and officer liability insurance policy providing for the insurance on behalf of any person who is or was a director or officer of the Registrant and subsidiary companies against any liability incurred by such person in any such capacity or arising out of such person's status as such. The insurer's limit of liability under the policy is $40 million in the aggregate for all insured losses per year. The policy contains various reporting requirements and exclusions. Section 8(k) of the Federal Deposit Insurance Act (the "FDI Act") provides that the FDIC may prohibit or limit, by regulation or order, payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution, or others who are or were "institution-affiliated parties," as defined under the FDI Act, if such payments are on behalf of or in reimbursement of such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order against the person. The FDIC has adopted regulations prohibiting, subject to certain exceptions, insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees for any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS The following exhibits are filed as part of this Registration Statement or incorporated by reference herein. Exhibit Number Description 4.1 North Fork Bancorporation, Inc. New Employee Stock Compensation Plan. 5.1 Opinion of Stinson Morrison Hecker LLP. 23.1 Consent of KPMG LLP, Independent Certified Public Accountants. 23.2 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the Registration Statement). ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c)-(g) Not Applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (i) Not Applicable. (j) Not Applicable. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Melville, State of New York, on May 29, 2002. NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy --------------------------------- Daniel M. Healy Executive Vice President and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of North Fork Bancorporation, Inc. hereby severally and individually constitute and appoint John Adam Kanas and Daniel M. Healy and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE /s/ John Adam Kanas President and Chief Executive May 29, 2002 - ----------------------- John Adam Kanas Officer and Chairman of the Board /s/ Daniel M. Healy Executive Vice President, May 29, 2002 - ----------------------- Daniel M. Healy Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ John Bohlsen Director May 29, 2002 - ----------------------- John Bohlsen /s/ Allan C. Dickerson Director May 29, 2002 - ----------------------- Allan C. Dickerson /s/ Lloyd A. Gerard Director May 29, 2002 - ----------------------- Lloyd A. Gerard /s/ Raymond A. Nielsen Director May 29, 2002 - ----------------------- Raymond A. Nielsen
/s/ James F. Reeve Director May 29, 2002 - ----------------------- James F. Reeve /s/ George H. Rowsom Director May 29, 2002 - ----------------------- George H. Rowsom /s/ Dr. Kurt R. Schmeller Director May 29, 2002 - ----------------------- Dr. Kurt R. Schmeller /s/ Raymond W. Terry, Jr. Director May 29, 2002 - ----------------------- Raymond W. Terry, Jr.
FORM S-8 NORTH FORK BANCORPORATION, INC. EXHIBIT INDEX
Exhibit Number Description Page 4.1 North Fork Bancorporation, Inc. New Employee Stock Compensation Plan. 5.1 Opinion of Stinson Morrison Hecker LLP. 23.1 Consent of KPMG LLP, Independent Certified Public Accountants. 23.3 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page of the Registration Statement).
EX-4.1 3 y61388exv4w1.txt NEW EMPLOYEE STOCK COMPENSATION PLAN Exhibit 4.1 NORTH FORK BANCORPORATION, INC. NEW EMPLOYEE STOCK COMPENSATION PLAN Section 1. Establishment and Purpose North Fork Bancorporation, Inc. (the "Company") hereby establishes a long term incentive plan to be named the North Fork Bancorporation, Inc. New Employee Stock Compensation Plan (the "Plan"), for new employees of the Company and its subsidiaries. The purpose of this Plan is to enhance the ability of the Company and its subsidiaries to attract motivated and talented management personnel by authorizing the grant of stock based awards to persons not previously employed by the Company or any of its subsidiaries in connection with their entering into such an employment relationship. Section 2. Definitions Whenever used herein, the following terms shall have the respective meanings set forth below: (a) Approval Date means, for any Award granted under the Plan, the date on which the Committee shall have acted to approve and authorize such Award. (b) Award means the grant of any Option or Restricted Stock or the right to receive either under the Plan. (c) Award Agreement means the written agreement between the Company and an Award Holder relating to an Award under the Plan. (d) Award Holder means an Eligible Employee who has received and continues to hold an Award under the Plan, or any permitted transferee who holds such an Award. (e) Board means the Board of Directors of the Company. (f) Code means the Internal Revenue Code of 1986, as amended and in effect from time to time. (g) Committee means the Compensation and Stock Committee of the Board, which is the initial administrator of the Plan, or any successor administrator of the Plan. (h) Company means North Fork Bancorporation, Inc., a Delaware corporation. (i) Current Market Value means, for any particular day, (i) for any period during which the Stock shall be listed for trading on a national securities exchange, the average of the high and low price per share of Stock on such exchange on such day, (ii) for any period during which the Stock shall not be listed for trading on a national securities exchange, but when prices for the Stock shall be reported by the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the average of the high and low transaction price per share as quoted by the National Market System of NASDAQ for such day, (iii) for any period during which the Stock shall not be listed for trading on a national securities exchange or its price reported by the National Market System of NASDAQ, but when prices for the Stock shall be reported by NASDAQ, the average of the high and low bid price per share as reported by NASDAQ for such day, or (iv) in the event none of (i), (ii) and (iii) above shall be applicable, the fair market price per share of Stock for such day as determined by the Board of Directors. If Current Market Value is to be determined as of a day when the securities markets are not open, the Current Market Value on that day shall be the Current Market Value on the nearest preceding day when the markets were open. (j) Date of Employment means the date an Eligible Employee commences employment with the Company or any of its Subsidiaries. (k) Eligible Employee means any person who has commenced employment or accepted an offer of employment with the Company or any Subsidiary as a salaried employee thereof (including as an officer or a director who is also an employee) but who has not been so employed for more than 60 days. (l) Exchange Act means the Securities Exchange Act of 1934, as amended. (m) Exercise Price of an Option means a price fixed by the Committee as the purchase price for Stock under the Option, as such may be adjusted under Section 10. (n) Option means a right to purchase a certain number of shares of Stock at a designated Exercise Price for a specified period of time and subject to specified conditions. For purposes of the Plan, all Options shall be so-called nonqualified (or nonstatutory) stock options, not qualifying as "incentive stock options" under Section 422 of the Code. (o) Option Date means, for any Option granted under the Plan, the Date of Employment of the Eligible Employee to which such Option is awarded. (p) Period of Restriction means the period during which any shares of Restricted Stock awarded under the Plan are subject to forfeiture as provided under Section 9, which period shall extend from the date such shares of Restricted Stock are issued to an Eligible Employee until the last day of such period as determined under the Plan. (q) Reporting Person means a person subject to Section 16 of the Exchange Act. (r) Restricted Stock means shares of Stock awarded under the Plan that are subject to a certain risk of forfeiture during the Period of Restriction for such shares as 2 established under Section 9 but that cease to be subject to such risk of forfeiture and cease to be Restricted Stock upon expiration of the Period of Restriction. (s) Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission pursuant to the Exchange Act, or any successor regulation. (t) Stock means the Common Stock of the Company. (u) Subsidiary means a subsidiary corporation of the Company as defined in Section 424(f) of the Code. (v) Taxable Event means an event relating to an Award under the Plan which requires federal, state or local tax to be withheld by the Company or a Subsidiary. (w) Terminated for Cause means, (i) for Award Holders serving under an employment agreement containing a provision for termination of employment for "cause," termination of employment of the Award Holder for "cause" pursuant to such provision, and (ii) for other Award Holders, termination of employment of the Award Holder by a two-thirds vote of the entire Board of Directors of the Company or the Subsidiary employing such Award Holder, expressly for one or both of the following "causes," as evidenced in a certified resolution of the Board:(A) any willful misconduct by the Award Holder that is materially injurious to the Company or the Subsidiary, monetarily or otherwise; or (B) conviction of the Award Holder with no further possibility of appeal of any felony under applicable state or federal banking or financial institution laws, or the agreement of the Award Holder to plead guilty to any such felony. Section 3. Administration The Plan initially will be administered by the Committee. The determinations of the Committee shall be made in accordance with its judgment as to the best interests of the Company and its stockholders and in accordance with the purposes of the Plan. Notwithstanding the foregoing, the Committee in its discretion may delegate to the President or other appropriate officers of the Company or any Subsidiary the authority to make any or all determinations under the Plan, including the decision to grant Awards and the types of Awards granted, to the extent permitted under applicable law; provided, however, that no such delegation shall apply to Awards granted to persons who are Reporting Persons. A majority of members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, and all actions made or taken by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons. Section 4. Shares Authorized for Awards The maximum number of shares available for Awards under the Plan is 1,000,000 shares of Stock and there is hereby reserved for issuance under the Plan an aggregate of 1,000,000 3 shares of Stock, subject to adjustment as provided in Section 10. Such shares may be allocated as between Awards of Options and Awards of Restricted Stock as the Committee deems appropriate. Shares underlying outstanding Options and outstanding shares of unvested Restricted Stock will be counted against the Plan maximum while such Options and shares of Restricted Stock are outstanding. Upon termination of exercisability of outstanding Options prior to the full exercise thereof or forfeiture of outstanding shares of Restricted Stock prior to the vesting thereof, the shares underlying such Awards at the time of termination or forfeiture shall be returned to the Plan and shall again be available for future grants of Awards thereunder. In addition, if payment of the Exercise Price of any Option granted under the Plan is satisfied, upon exercise of such Option, by the Award Holder's surrender to the Company of shares of Stock previously owned by the Award Holder (or, in lieu of actual surrender, by a constructive surrender of such shares), the number of shares surrendered or constructively surrendered shall be returned to the Plan and shall again be available for future grants of Awards thereunder. The maximum number of shares subject to Awards that may be granted to any one Eligible Employee under the Plan is two hundred thousand (200,000). Section 5. Persons Eligible to Receive Awards Awards may be granted under the Plan only to Eligible Employees. The Committee shall have the authority, acting in its sole discretion, to grant an Award to an Eligible Employee under the Plan upon a determination that the Award will provide incentive to the individual to work for the benefit of the Company and its stockholders. Subject to the terms of the Plan, an Award may be granted to an Eligible Employee prior to the time that such individual first performs services for the Company or any Subsidiary, provided such individual has accepted or simultaneously accepts an offer of employment, either written or oral, from the Company or any Subsidiary and provided further that any such grant of an Award to an individual prior to commencement of employment shall be conditional upon such individual's subsequently commencing employment. Section 6. Types of Awards The following Awards, and rights thereto, may be granted under the Plan in any proportion: Options and Restricted Stock, each as further described below. Except as specifically limited herein, the Committee, in granting an Award to an Eligible Employee, shall have complete discretion in determining the type of such Award, the number of shares of Stock subject thereto, and the terms and conditions of such Award, which terms and conditions need not be uniform as among different Awards. Each Award shall be evidenced by an Award Agreement, as provided in Section 7 of the Plan. From time to time, as the Committee deems appropriate and in the best long-term interests of the Company and its stockholders, the Committee may elect to modify or waive one or more terms or conditions of an outstanding Award previously granted under the Plan, provided that (i) no such modification or waiver shall give the Award Holder of any other Award granted under the Plan any right to a similar modification or waiver, (ii) no such modification or waiver of an Award shall involve a change in the number of shares subject to the Award or a change in the Exercise Price of an Option or the purchase price, if any, of Restricted Stock which is the subject of the Award, and (iii) any such modification or waiver which is adverse or arguably adverse to the interests of the Award Holder shall not be effective unless and until the Award Holder shall consent thereto in writing. 4 Section 7. Award Agreements Within thirty (30) days after the Approval Date of an Award to an Eligible Employee or the Date of Employment of such individual, whichever is later, the Company shall notify the individual of the grant of such Award and shall hand deliver or mail to the individual an Award Agreement, duly executed by and on behalf of the Company, with the request that the individual execute the agreement within thirty (30) days after the date of mailing or delivery by the Company and return the same to the Company. If the individual shall fail to execute and return the Award Agreement to the Company within said 30-day period, the Committee may elect to treat the Award as void and never granted. If an Award granted under the Plan is eligible for transfer and the subject of a proposed eligible transfer, no such transfer shall be or become effective until and unless the permitted transferee shall have duly executed and returned to the Company an Award Agreement in a form acceptable to the Committee. Section 8. Stock Options (a) Upon the grant of an Award in the form of an Option to an Eligible Employee under the Plan, the Committee shall determine the number of shares of Stock subject to the Award. (b) The Committee shall determine the Exercise Price of any Option granted hereunder, provided such Exercise Price shall not be less than, but may be more than, 100 percent of the Current Market Value of the Stock on the Date of Employment of the Eligible Employee to whom the Option is granted. (c) Except as the Committee may otherwise provide, any Option granted hereunder will first become exercisable by the Award Holder, in whole or in part, six (6) months after the Date of Employment. Unless otherwise provided by the Committee, the exercisability of any Option granted hereunder will be accelerated, to the extent such Option is not already then exercisable, upon the subsequent occurrence of a "change in control" of the Company, as defined by the Committee, or such other occurrence as the Committee may specify. Generally, exercisability of any Option granted hereunder to an Eligible Employee also shall be conditioned upon continuity of employment of such individual with the Company and its Subsidiaries, provided that, if the Committee so provides upon grant, exercisability of the Option may continue for some designated period of time after termination of employment, subject to the following limitations: (i) if employment is terminated other than due to the death of such individual, exercisability may be extended to not more than one year after termination; and (ii) if employment is terminated due to the death of such individual, exercisability may be extended to the normal end of the exercise period. In addition, no Option granted hereunder to an Eligible Employee may be exercisable after Termination for Cause of such individual. Leaves of absence granted by the Company for military service or illness and transfers of employment between the Company and any Subsidiary shall not constitute termination of employment. (d) Upon exercise of any Option granted hereunder, in whole or in part, the Exercise Price with respect to the number of shares as to which the Option is then being exercised may be paid by check or, if the Award Holder so elects, in whole or in part by surrender to the Company of shares of Stock previously owned by the Award Holder and meeting the Company's 5 requirements for such shares. Any previously-owned shares of Stock to be used in full or partial payment of the Exercise Price shall be valued at the Current Market Value of the Stock on the date of exercise. In lieu of the actual surrender of qualifying shares of Stock by the Award Holder to the Company in any such stock-for-stock exercise, the Award Holder may merely affirm to the Company the Award Holder's ownership of such number of shares, in which event the Award Holder shall be deemed to have constructively surrendered such shares in payment of the Exercise Price and the Company, upon its delivery of the shares of Stock as to which the Option is being exercised, shall deduct from the number of shares otherwise deliverable the number of shares deemed surrendered but not actually surrendered by the Award Holder, which deducted shares shall be deemed to have been constructively delivered to the Award Holder on the exercise date, in exchange for the shares constructively surrendered by the Award Holder on such date. Delivery by the Company of shares of Stock upon exercise of an Option shall be made to the person exercising the Option or the designee of such person subject to such terms, conditions, restrictions and contingencies as may be provided in the Award Agreement. (e) The Committee, in approving an Award of Options, may require reasonable advance notice from the Award Holder of the exercise thereof, normally not to exceed three calendar days, and may condition exercise thereof upon the availability of an effective registration statement or exemption from registration under applicable federal and state securities laws relating to the Stock being issued upon exercise. Section 9. Restricted Stock (a) Upon the grant of an Award in the form of Restricted Stock to an Eligible Employee under the Plan, the Committee shall determine the number of shares of Restricted Stock subject to the Award. Restricted Stock granted under the Plan will involve no cost to the Eligible Employee, except as applicable law may otherwise specifically require, in which event the Award will be subject to the consent of the Eligible Employee to pay such cost, which will not in any event exceed the aggregate par value of the Stock subject to the Award. (b) Upon grant of an Award in the form of Restricted Stock to an Eligible Employee under the Plan, the Committee shall determine the last day of the Period of Restriction for the shares of Restricted Stock subject to the Award. If the Committee so provides, different numbers or portions of the shares of Restricted Stock subject to an Award may have different Periods of Restriction. Except under unusual circumstances, as specifically determined by the Committee, the last day of the Period of Restriction for any shares of Restricted Stock granted under the Plan shall not be earlier than the day one (1) year after the Date of Employment. Notwithstanding the foregoing, in the case of any shares of Restricted Stock awarded under the Plan, if the Committee so provides upon grant thereof, the Period of Restriction will be foreshortened upon the occurrence during such period of a "change in control" of the Company, as defined by the Committee. Moreover, the Committee also may foreshorten the Period of Restriction for any shares of Restricted Stock upon the death of the Award Holder, as provided in Section 11. During the Period of Restriction, the shares of Restricted Stock shall be subject to forfeiture by the Award Holder to the Company if such individual ceases to be employed by the Company or its Subsidiaries. 6 (c) Shares of Restricted Stock awarded under the Plan to an Eligible Employee will be issued in the name of such individual on the Approval Date. Pending expiration of the Period of Restriction, certificates representing shares of Restricted Stock shall be held by the Company or the transfer agent for the Stock. Upon expiration of the Period of Restriction for any such shares, certificates representing such shares shall be delivered to the Award Holder or the Award Holder's designee. (d) From and after the Approval Date for an Award of Restricted Stock, the Award Holder shall be entitled to receive and hold all dividends declared and paid by the Company with respect to the shares of Restricted Stock subject to the Award, which dividends will be the same as those declared and paid by the Company with respect to all outstanding shares of Stock generally. In the event of any subsequent forfeiture of such shares of Restricted Stock, the Award Holder shall not be required to return to the Company any dividends previously received with respect to such shares. (e) From and after the Approval Date for an Award of Restricted Stock, the Award Holder shall be entitled to exercise all voting rights with respect to the shares of Restricted Stock subject to the Award, which rights will be the same as those possessed by holders of outstanding shares of Stock generally. Section 10. Adjustment Provisions (a) If the Company shall at any time change the number of issued shares of Stock without new consideration to the Company (such as by a stock dividend, recapitalization, stock split or reverse stock split), the total number of shares reserved for issuance under the Plan and the maximum number of shares available for Awards to any one Eligible Employee under the Plan shall be adjusted accordingly, and the number of shares (and, in the case of Options, the Exercise Price) covered by each outstanding Award shall be adjusted so that the aggregate consideration payable to the Company, if any, and the value of each such Award to the Award Holder shall not be changed. The Committee shall make appropriate adjustments to the terms of the Plan and any outstanding Award to fully effect the intent of this Section 10(a). Awards may also contain provisions for their continuation or for other equitable adjustments after changes in the Stock resulting from reorganization, sale, merger, consolidation, issuance of stock rights or warrants or similar occurrence, as the Committee deems appropriate. (b) Notwithstanding any other provision of this Plan, and without affecting the number of shares reserved or available for issuance hereunder, the Board shall use best efforts to authorize the issuance or assumption of benefits under the Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization involving the liquidation, discontinuation, merger out of existence or fundamental corporate restructuring of the Company, upon such terms and conditions as it may deem appropriate. Section 11. Transfers of Awards Subject to any overriding restrictions and conditions as may be established from time to time by the Board, upon the grant of any Award under the Plan the Committee may determine that the Award shall be transferable at the election of the Award Holder, in the case of an Option, 7 prior to exercise thereof, and in the case of Restricted Stock, prior to expiration of the Period of Restriction therefor, to such persons and subject to such terms and conditions as the Committee may specify. Unless the Committee shall specifically determine upon grant that an Award is thus transferable by the Award Holder, each Award granted under the Plan shall not be transferable by the Award Holder, otherwise than by will or similar instrument by which the Award Holder may effect transfer of the Award upon the Award Holder's death, including any written designation of beneficiary as the Committee may approve, or by or the laws of descent and distribution, and shall be exercisable, during the Award Holder's lifetime, only by the Award Holder. In the event of the death of an Award Holder holding an unexercised Option, exercise of the Option may be made only by the person or persons to whom the deceased Award Holder's rights under the Option shall pass or by the executor or administrator of the estate of the Award Holder, and such exercise may be made only to the extent that the deceased Award Holder was entitled to exercise such Option at the date of death. In the event an Eligible Employee who has received an Award or Awards of Restricted Stock dies before expiration of the Period of Restriction for such Award or Awards, the Committee may, in its sole discretion, if and to the extent it believes such action is warranted in light of all applicable circumstances, elect within sixty (60) days after the date of death to foreshorten the Period of Restriction for some or all of the shares of Restricted Stock subject to the Award(s) to the date of death of the Eligible Employee, such that the shares shall be deemed not to be forfeited and no longer to be Restricted Stock as of the date of death. Section 12. Taxes The Company shall be entitled to withhold, and shall withhold, the minimum amount of any federal, state or local tax attributable to any delivery of shares under the Plan, whether upon exercise of an Option or expiration of a Period of Restriction for Restricted Stock or occurrence of any other Taxable Event, after giving the person entitled to receive such delivery notice as far in advance of the Taxable Event as practicable, and the Company may defer making delivery as to any Award, if any such tax is payable, until indemnified to its satisfaction. Such withholding obligation of the Company may be satisfied by any reasonable method, including, if the Company so elects in its sole discretion, by reducing the number of shares otherwise deliverable to or on behalf of the Award Holder on such Taxable Event by a number of shares of Stock having a Current Market Value on the date of such Taxable Event equal to the amount of such withholding obligation. Section 13. No Right to Employment No Eligible Employee shall have any right to employment or continued employment with the Company or any of its Subsidiaries, as an officer or other employee, solely as a result of such individual's receipt of an Award under the Plan. Section 14. Duration, Amendment and Termination The Committee or the Board may amend the Plan from time to time or terminate the Plan at any time. By mutual agreement between the Company and an Award Holder, one or more Awards may be granted to such Award Holder in substitution and exchange for, and in cancellation of, any certain Awards previously granted such Award Holder under the Plan, 8 provided that any such substitution Award shall be deemed a new Award for purposes of calculating any applicable exercise period for Options or Period of Restriction for Restricted Stock. To the extent that any Awards which may be granted within the terms of the Plan would qualify under present or future laws for tax treatment that is beneficial to an Award Holder, any such beneficial treatment shall be considered within the intent, purpose and operational purview of the Plan and the discretion of the Committee, and to the extent that any such Awards would so qualify within the terms of the Plan, the Committee shall have full and complete authority to grant Awards that so qualify (including the authority to grant, simultaneously or otherwise, Awards which do not so qualify) and to prescribe the terms and conditions (which need not be identical as among recipients) in respect to the grant or exercise of any such Awards under the Plan. Section 15. Miscellaneous Provisions (a) Naming of Beneficiaries. In connection with an Award, an Award Holder may name one or more beneficiaries entitled to receive, in the event of the death of the Award Holder, the Award Holder's benefits, to the extent permissible pursuant to the various provisions of the Plan and in accordance with the Committee's specifications. (b) Successors. All obligations of the Company under the Plan with respect to Awards issued hereunder shall be binding on any successor to the Company. (c) Governing Law. The provisions of the Plan and all Award Agreements under the Plan shall be construed in accordance with, and governed by, the laws of the State of Delaware without reference to conflict of laws provisions, except insofar as any such provisions may be expressly made subject to the laws of any other state or federal law. (d) Approval by the Board and the Committee. The Plan, in order to become effective, must be approved by the Board. Any Award granted under this Plan and any Award Agreement executed pursuant thereto prior to the submission of this Plan to the Board for approval shall be void and of no effect if this Plan is not approved as provided above. 9 EX-5.1 4 y61388exv5w1.txt OPINION OF STINSON MORRISON HECKER LLP EXHIBIT 5.1 June 6, 2002 Board of Directors North Fork Bancorporation, Inc. 275 Broadhollow Road Melville, New York 11747 Re: Registration Statement on Form S-8 New Employee Stock Compensation Plan Gentlemen: We have served as counsel to North Fork Bancorporation, Inc., Melville, New York (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, registering the distribution of up to One Million (1,000,000) shares of Common Stock of the Company, par value $0.01 per share (the "Shares"), through the North Fork Bancorporation, Inc. New Employee Stock Compensation Plan (the "Plan"). In rendering the opinions contained herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Certificate of Incorporation, as amended, and Bylaws, as amended, certain resolutions adopted by the Board of Directors of the Company relating to the Plan and certificates received from state officials and from officers of the Company. In delivering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the correctness of all statements submitted to us by officers of the Company. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. All Shares distributed through the Plan, if any, that are authorized but unissued shares of the Company immediately prior to such distribution, if distributed in accordance with the Plan, will be validly issued and outstanding and will be fully paid and nonassessable. We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. Board of Directors June 6, 2002 Page 2 We also consent to your filing of copies of this opinion letter as an exhibit to the Registration Statement as filed with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the distribution of Shares pursuant to the Plan. Very truly yours, /s/ STINSON MORRISON HECKER LLP ----------------------------------- STINSON MORRISON HECKER LLP EX-23.1 5 y61388exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 KPMG Financial Services 757 Third Avenue New York, NY 10017 Independent Auditors' Consent The Board of Directors North Fork Bancorporation, Inc.: We consent to incorporation by reference in the Registration Statement (No. 333-______) on Form S-8 of North Fork Bancorporation, Inc., of our report dated February 26, 2002, relating to the consolidated balance sheets of North Fork Bancorporation, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, cash flows, changes in stockholders' equity, and comprehensive income for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 Annual Report on Form 10-K of North Fork Bancorporation, Inc. /s/ KPMG LLP New York, New York June 5, 2002 -----END PRIVACY-ENHANCED MESSAGE-----