Exhibit 10.2


 


FORM OF 


2019 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


 


We are pleased to advise
you that the Compensation Committee (the “Committee”) of the Board of Directors of Columbia Financial, Inc.
(the “Company”) has granted you a non-qualified stock option award pursuant to the Columbia Financial, Inc.
2019 Equity Incentive Plan (the “Plan”) on [DATE] (the “Grant Date”). Capitalized terms used
but not defined in this 2019 Non-Qualified Stock Option Award Agreement (the “Agreement”) have the meanings
given to them in the Plan. This award is subject to federal and local law and the requirements of the NASDAQ Stock Market LLC.


 


		1.	Option



 


This non-qualified stock option award
(the “Option”) relates to shares of the Company’s common stock (“Common Stock”). The Option
entitles you to purchase [NUMBER] shares of the Company's Common Stock (the "Option Shares") at an option price
per share of $[AMOUNT] payable upon exercise. The Option will expire at the close of business on the tenth anniversary of the Grant
Date (the "Expiration Date"), subject to earlier expiration upon the termination of your employment as provided
below. The Option is not intended to be an "incentive stock option" within meaning of Section 422 of the Code. The option
price per share reflects the Fair Market Value of the Company's Common Stock on the Grant Date.


 





		2.	Vesting
and Exercise






        


		a.	Normal Vesting and Exercise. Except as provided in Sections 2(b) and 2(c) below, one-fifth
of the Option Shares (rounded up to the nearest whole number of Option Shares, as necessary) will vest and become exercisable on
each of the first through fourth anniversaries of the Grant Date and all remaining unvested Option Shares will vest and become
exercisable on the fifth anniversary of the Grant Date (each, a “Vesting Date”), provided that you remain continuously
in service with the Company or any Affiliate during the period beginning on the Grant Date and ending on each such Vesting Date,
and you will immediately forfeit all of your unvested Option Shares upon your termination of service with the Company and its Affiliates
(within the meaning of Article 10 of the Plan) prior to the applicable Vesting Date for such Option Shares.



 


		b.	Effect on Vesting and Exercise of Termination of Service. Notwithstanding Section 2(a) above,
the following special vesting and exercise rules will apply if your service with the Company and its Affiliates terminates before
you have exercised your Option for all of your Option Shares:



 


		i)	Termination due to Death or Disability. If your service with the Company and its Affiliates
terminates due to your death or Disability prior to the Vesting Date for any Option Shares, the Option will be vested as to the
greater of the following number of Option Shares on the date of such separation from service: (i) one-half of the aggregate number
of Option Shares (rounded up to the nearest whole number of Option Shares, as necessary), which amount shall include any Option
Shares that previously vested prior to the date of such separation from service, or (ii) the number of Option Shares that had already
vested on the date of your separation of service, in which case no additional Shares will vest. All vested Option Shares under
will be exercisable by you (in the case of Disability) or your beneficiary, surviving spouse, or estate, as applicable (in the
case of death), at any time until the earlier of the Expiration Date set forth in Section 1 above or 12 months from the date of
your death or Disability, as applicable. Your Disabled status must become effective under the preceding sentence prior to the date
on which the Option would otherwise cease to be exercisable to be recognized under this Agreement. All remaining Option Shares
that have not vested shall immediately be forfeited. Your Disabled status must become effective prior to the date on which the
Option would otherwise cease to be exercisable to be recognized under this Agreement.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		ii)	Termination for Cause. If your service with the Company and its Affiliates is terminated
for Cause, you will forfeit the Option immediately upon your employment termination regardless of whether any of the Option Shares
are then vested and exercisable.



 


		iii)	Other Termination. Except as provided otherwise in Section 2(b)(i) above due to death or
Disability or Section 2(b)(ii) above due to termination for Cause, upon the termination of your service with the Company and its
Affiliates, the Option Shares that are unvested on the date of such termination will automatically be forfeited and cancelled on
the date of such termination and the Option Shares that are vested and exercisable on the date of such termination will remain
exercisable at any time until, and will automatically be forfeited and cancelled upon, the earlier of the Expiration Dates set
forth in Section 1 above or the date which is 90 days after such termination.



 


		iv)	Death after Termination of Employment. If you die after termination of employment, your
vested Option Shares under the Option will be exercisable by your estate or any person who acquired such Option by bequest or inheritance
during the time frame specified in Section 2(b)(i) above.



 


		c.	Impact of Change in Control.



 


		i)	Employment or Service. Upon the effective date of a Change in Control, all references in
this Agreement to employment or service with the Company and its Affiliates shall be deemed to include employment or service with
the surviving entity in such Change in Control and its subsidiaries, and any transfer of employment from the Company or any Affiliate
to the surviving entity in such Change in Control or any of its subsidiaries shall not constitute a separation from service or
otherwise interrupt your continuous employment or service for purposes of this Agreement.



 


		ii)	Option not Assumed. If the surviving entity in the Change in Control does not assume the
Option, then all unvested Option Shares will become vested on the effective date of the Change in Control.



 


		iii)	Separation from Service without Cause. In the event of your involuntary separation from
service with the Company and its Affiliates without Cause within 12 months after the effective date of a Change in Control and
prior to the last Vesting Date, all unvested Option Shares will become vested on the date of such separation from service.



 


		d.	No Other Special Vesting Rights. Unless otherwise determined by the Committee, no accelerated
vesting of your Option Shares will apply except as specified in Section 2(b) and 2(c) above. If you forfeit Option Shares at any
time, you will cease to have any rights with respect to such forfeited Option Shares.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		e.	Definition of Cause.



 


		i)	“Cause” means, with respect to the termination of employment of an employee
by the Company or an Affiliate, that such termination is for “Cause” as such term (or term of like import) is expressly
defined in a then-effective written employment or other agreement between the employee and the Company or Affiliate. In the absence
of such then-effective written agreement and definition, “Cause” means, unless otherwise specified in the applicable
Award Agreement, with respect to an employee:



 


		A.	the employee’s personal dishonesty, act or failure to act constituting willful misconduct
or gross negligence, that is materially injurious to the Company or any Affiliate or their reputation, breach of fiduciary duty
involving personal profit, or willful violation of any law, rule, regulation (other than traffic violations or similar offenses),
final cease and desist order;



 


		B.	the employee’s material failure to perform the duties of his or her employment with the Company
or any Affiliate (except in the case of a termination of the employee’s employment on account of the employee’s physical
or mental inability to perform such duties) and the failure to correct such failure within thirty (30) days after receiving written
notice from the Company specifying such failure in detail;



 


		C.	the employee’s willful failure to comply with any valid and legal written directive of the
Board, the Chief Executive Officer or the employee’s direct supervisor (if not the Chief Executive Officer);



 


		D.	the employee’s willful and material violation of the Company’s or an Affiliate’s
code of ethics or conduct policies which results in material harm to the Company or any Affiliate;



 


		E.	the employee’s failure to follow the policies and standards of the Company or any Affiliate
as the same shall exist from time to time, provided that the employee shall have received written notice from the Board, the Chief
Executive Officer or the employee’s direct supervisor (if not the Chief Executive Officer) of such failure and such failure
shall have continued or recurred for ten (10) days following the date of such notice;



 


		F.	the written requirement or direction of a federal or state regulatory agency having jurisdiction
over the Company or any Affiliate that the employee’s employment with the Company or any Affiliate be terminated;



 


		G.	the employee’s conviction of or plea of nolo contendere to (i) a felony or (ii) a lesser
criminal offense involving dishonesty, breach of trust, or moral turpitude; or



 


		H.	the employee’s intentional breach of a term, condition, or covenant of this Agreement that
results in material harm to the Company or an Affiliate and the failure to correct such violation within thirty (30) days after
receipt of written notice from the Board, the Chief Executive Officer or the employee’s direct supervisor (if not the Chief
Executive Officer) specifying such breach in detail.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		ii)	“Cause” means, with respect to a Non-Employee Director, that the Non-Employee
Director’s service relationship with the Company and its Affiliates is terminated due to the Non-Employee Director’s:



 


		A.	willful misconduct by the Non-Employee Director that in the reasonable determination of the Board
has caused or is likely to cause material injury to the reputation or business of the Company or Affiliate;



 


		B.	any act of fraud, material misappropriation or other dishonesty by the Non-Employee Director;



 


		C.	the Non-Employee Director’s violation of his or her fiduciary duties to the Company or its
Affiliates or his or her violation of the Company’s Code of Ethical Conduct, as reasonably determined by the Board; or



 


		D.	the Non-Employee Director’s conviction of a felony.



 


For purposes
of this definition, no act or failure to act shall be considered “willful” if the employee or Non-Employee Director
acted or failed to act either (i) in good faith or (ii) with a reasonable belief that his or her act or failure to act was not
opposed to the Company’s and its Affiliates’ best interests.


 


An individual shall be considered
to have been discharged for Cause if the Company determines within 30 days after his or her resignation or discharge that
discharge for Cause was warranted.


 


		3.	Expiration of Option. In no event shall the Option be exercisable with respect to any Option
Shares after the Expiration Date set forth in Section 1 above.



 


		4.	Procedure for Exercise. In order to exercise the Option, it must be vested and must not
have expired, and you must give written notice (or such other form of notice as permitted by the Company or the Committee) in a
manner prescribed by the Company from time to time together with payment of the applicable exercise price to the Company at the
Company’s headquarters in Fair Lawn, New Jersey or as otherwise directed by the Committee. The date of exercise (the “Date
of Exercise”) will be the date of receipt of the notice in compliance with this Section 4 or any later date specified in
the notice. You must pay the applicable exercise price (i) in cash or a cash equivalent acceptable to the Committee, (ii) by the
surrender (or attestation of ownership) of shares of Common Stock with an aggregate Fair Market Value (based on the closing price
of a share of common stock as reported on the NASDAQ Stock Market LLC on the Date of Exercise) that is not less than the applicable
aggregate exercise price, (iii) by a combination of cash and shares of Common Stock, or (iv) by net settlement or cashless exercise
in the manner designated by the Committee.



.


		5.	No Rights as Stockholder. You shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, any Option Shares unless and to the extent that (i) you have exercised the Option pursuant
to the terms of this Agreement and paid the full exercise price for the number of Option Shares in respect of which you exercised
the Option, (ii) the Company shall have issued and delivered the corresponding Option Shares to you, unless the Company only delivers
certificates at the request of stockholders and you do not so request actual delivery of such certificates, and (iii) your
name shall have been entered as a stockholder of record on the books of the Company, whereupon the you shall have the same ownership
rights with respect to such Option Shares as other stockholders.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		5.	Tax Withholding. The Company may withhold, or require you to remit to the Company, an amount
sufficient to satisfy any withholding or other tax due under any federal, state, local, or foreign tax law with respect to any
shares issuable pursuant to your Award, and the Committee may defer such issuance unless indemnified to its satisfaction. Non-Employee
Directors of the Company are self-employed and not subject to tax withholding.



 


		6.	Transferability. Except as provided below, the Option is personal to you and, during your
lifetime, may be exercised only by you or your guardian or legal representative; and (b) may not be sold, pledged, assigned or
transferred in any manner, other than in the case of your death to your beneficiary as determined pursuant to procedures prescribed
by the Committee for this purpose or by will or the laws of descent and distribution, and any such purported sale, pledge, assignment
or transfer shall be void and of no effect . However, subject to applicable procedures, you may transfer your Option to an immediate
family member (i.e., your spouse, child or grandchild), a trust for the benefit of such immediate family members during your lifetime,
or a partnership whose only partners are such immediate family members. The transferee shall remain subject to all terms and conditions
applicable to the Option prior to the transfer.



 


		7.	Conformity with Plan. The Option is intended to conform in all respects with, and are subject
to, all applicable provisions of the Plan which is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan except as expressly provided otherwise in this Agreement. The
Committee reserves its right to amend or terminate the Plan at any time without your consent; provided, however, that the Option
shall not, without your written consent, be adversely affected thereby (except to the extent the Committee reasonably determines
that such amendment or termination is necessary or appropriate to comply with applicable law or the rules or regulations of any
stock exchange on which the Company’s stock is listed or quoted). All interpretations and determinations of the Committee
or its delegate shall be final, binding and conclusive upon you and your legal representatives with respect to any question arising
hereunder or under the Plan or otherwise, including guidelines, policies or regulations which govern administration of the Plan.
By executing and returning the enclosed copy of this Agreement,, you agree to be bound by all of the terms of the Plan and acknowledge
availability and accessibility of the Plan document, the Plan Prospectus, and either the Company’s latest annual report to
stockholders or annual report on Form 10-K on the Company website. You understand that you may request paper copies of the foregoing
documents by contacting the Company’s [TITLE].



 


		8.	Non-Competition and Non-Solicitation Agreement [Applicable to Employees at certain Levels].
 In consideration for the Award that Participant is receiving under this Agreement, Participant agrees to and is bound by the
terms of the Participant Non-Competition and Non-Solicitation Agreement, attached hereto as Appendix A and incorporated
by reference as if fully written herein and will survive the expiration of this Agreement and remain in full force and effect.



 


		9.	Compliance with Section 409A. It is intended that the Option qualify for exemption from
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Option shall be interpreted
and administered consistent with such intent. Notwithstanding the foregoing, the Company makes no representation to you or any
other party that the Option is exempt from, or satisfies the requirements of, Code Section 409A, and the Company shall have no
liability or other obligation to indemnify or hold harmless you or any beneficiary for any tax, additional tax, interest or penalties
that you or any beneficiary may incur in the event that any provision of this Agreement is deemed to violate any of the requirements
of Code Section 409A.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		10.	Recoupment/Clawback. Your Option is subject to recoupment and clawback as provided in the
Company’s Clawback Policy, as in effect at the time of the Agreement or as subsequently amended.



 


		11.	Employment and Successors. Nothing in the Plan or this Agreement shall serve to modify or
amend any employment agreement or other service agreement you may have with the Company or any Affiliate or to interfere with or
limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, or confer upon
you any right to continue in the employ of the Company or any Affiliate for any period of time or to continue your present or any
other rate of compensation subject to the terms of any employment agreement or service agreement you may have with the Company.
The grant of your Option Shares shall not give you any right to any additional awards under the Plan or any other compensation
plan the Company has adopted or may adopt. The agreements contained in this Agreement shall be binding upon and inure to the benefit
of any successor of the Company.



 


		12.	Amendment. The Committee may amend this Agreement by a writing that specifically states
that it is amending this Agreement, so long as a copy of such amendment is delivered to you, provided that no such amendment shall
adversely affect in a material way your rights hereunder without your written consent (except to the extent the Committee reasonably
determines that such amendment or termination is necessary or appropriate to comply with applicable law or the rules or regulations
of any stock exchange on which the Company’s stock is listed or quoted). Without limiting the foregoing, the Committee reserves
the right to change, by written notice to you, the provisions of your Option Shares and this Agreement in any way it may deem necessary
or advisable to carry out the purpose of the grant of the Option Shares as a result of any change in applicable law or regulation
or any future law, regulation, ruling, or judicial decisions.



 


		13.	Notices. Any notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company as follows:



 


Columbia Financial, Inc.


c/o [TITLE]


19-01 Route 208 North

Fair Lawn, NJ 07410


 


Any notice to be given under the
terms of this Agreement to you shall be addressed to you at the address listed in the Company’s records. By a notice given
pursuant to this Section 13, either party may designate a different address for notices. Any notice shall be deemed to have been
duly given when personally delivered (addressed as specified above) or when enclosed in a properly sealed envelope (addressed as
specified above) and deposited, postage prepaid, with the U.S. postal service or an express mail company.


 


		14.	Severability. If all or any part of this Agreement or the Plan is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement
or the Plan not declared to be unlawful or invalid. Any section of this Agreement (or part of such a section) so declared to be
unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such section or part of
a section to the fullest extent possible while remaining lawful and valid.



 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


		15.	Entire Agreement. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements or understandings, oral or written, with respect to the
subject matter herein. By acknowledging this Agreement below, you accept the Option Shares in full satisfaction of any and all
obligations of the Company to grant Option Shares to you as of the date hereof.



 


		16.	Governing Law. This Agreement will be governed by and enforced in accordance with the laws
of the State of Delaware, without giving effect to its conflicts of laws rules or the principles of the choice of law.



 


		17.	Venue. Any action or proceeding seeking to enforce any provision of or based on any right
arising out of this Agreement may be brought against you or the Company only in the courts of the State of Delaware or, if it has
or can acquire jurisdiction, in the United States District Court for the District of Delaware; and you and the Company consent
to the jurisdiction of such courts in any such action or proceeding and waive any objection to venue laid therein.



 


[Signature Page Follows]


 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


Please execute the enclosed copy of this
Agreement and return it to [TITLE], at the address below to confirm your understanding and acknowledgment of the terms contained
in this Agreement:


 


Columbia Financial,
Inc.


c/o [TITLE]


19-01 Rote 208
North


Fair Lawn, NJ
07410


[PHONE NUMBER]


 


	 	Very truly yours,
	 	 
	 	COLUMBIA FINANCIAL, INC.
	 	 
	 	By:	           
	 	[NAME]
	 	[TITLE]


 


Enclosure: Copy of 2019 Non-Qualified Stock
Option Award Agreement for return to Company


______________________________________________________________________


 


Acceptance by Participant of 2019 Non-Qualified
Stock Option Award Agreement:


 


	Signature:	 	 
	 	 
	Name:	 	 
	 	 
	Date:	 	 


 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT



     


    

 


Appendix A


 


Participant Noncompetition and Non-Solicitation
Agreement


 


This Participant Non-Competition and
Non-Solicitation Agreement (the “Restrictive Covenant Agreement”) is entered into by and between Columbia Financial,
Inc. on behalf of itself and its Affiliates, including Columbia Bank (collectively “Columbia” or the “Company”)
and [______________________] (hereinafter “Participant”) (collectively, the “Parties”).


 


In consideration for the grant of an
equity award to Participant pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan and the equity award agreement
(“Award Agreement”) to which this Restrictive Covenant Agreement is appended, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Participant hereby agrees as follows:


 


1.       Non-Competition.
While Participant is employed by Columbia and for a period of [ ] months thereafter, Participant agrees that Participant will not,
directly or indirectly, compete with Columbia as an officer, director, owner, employee, partner, consultant or in any other capacity
on behalf of any business that offers services or products similar to those provided by Columbia (“Competing Business”).
This restriction shall apply in any market in which Columbia has a branch office while Participant is employed by Columbia.


 


2.       Non-Solicitation
– Customers. For a period of [ ] months following the termination of Participant’s employment, Participant agrees
that Participant will not solicit the sale of, sell, or attempt to sell any products or services similar to those offered by Columbia
to any customer of Columbia which: (i) Participant called on, serviced, did business with or had contact with for the first time
during Participant’s employment at Columbia; or (ii) Participant became acquainted with or received confidential information
regarding for the first time as a result of Participant’s employment at Columbia.


 


3.       Non-Solicitation
– Employees. For a period of [ ] months following Participant’s termination of employment, Participant agrees that
Participant will not induce or solicit or attempt to induce or solicit any employee of Columbia to leave his or her employment
with Columbia and/or accept employment elsewhere.


 


4.       Clawback.
If Participant breaches this Restrictive Covenant Agreement, then the Committee (as that term is defined in the Award Agreement)
may, notwithstanding any other provision in the Award Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise
restrict or limit Participant’s Award (as that term is defined in the Award Agreement). Without limiting the generality of
the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares
(as that term is defined in the Award Agreement) awarded during the period beginning six months prior to the date on which Participant
engaged or began engaging in activity in violation of this Restrictive Covenant Agreement. Participant agrees that in the event
that the Committee takes any action set forth in this Paragraph: (a) the covenants set forth herein will remain in effect as Participant
will have received consideration above and beyond the Shares; and (b) Columbia will remain entitled to injunctive relief because
it would not be made whole simply through the potential actions set forth in this Paragraph. Nothing in this Paragraph limits the
terms of Columbia’s Clawback Policy, as now in effect or hereafter amended.


 




    	2019 NON-QUALIFIED STOCK OPTION
	AWARD AGREEMENT