EX-10.19






Exhibit 10.19




RESTRICTED STOCK AWARD AGREEMENT

NORTHFIELD BANCORP, INC. 2008 EQUITY INCENTIVE PLAN




          This Agreement is provided to                                          (“Participant” or “You”) by Northfield Bancorp,
Inc. (the “Company”) as of January 30, 2009 (the “Grant Date”), the date the Committee appointed by
the Board of Directors of the Company awarded the Participant a Restricted Stock Award pursuant to
the Northfield Bancorp, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), subject to the terms and
conditions of the 2008 Plan. Capitalized terms used in this Agreement and not otherwise defined,
have the meanings assigned to such terms in the 2008 Plan. The holder of this Restricted Stock
Award hereby accepts such award subject to all the terms and provisions of the 2008 Plan, and
should refer to the 2008 Plan for all terms and provisions of this Restricted Stock Award.




	1.	 	Grant Date. January 30, 2009 (“Grant Date”).
	 
	2.	 	Number of Shares of Stock Subject to Awards. ###                    ### shares of Stock (“Shares”),
subject to adjustment as may be necessary pursuant to Article 3 of the 2008 Plan.
	 
	3.	 	Vesting Schedule. The restrictions imposed under Section 4 hereof will expire as to the
following shares awarded hereunder, on the respective vesting dates (“Vesting Date”); provided
that the Participant is still employed by or in service with the Company or any Subsidiary on
the respective Vesting Dates and no event, as described in the 2008 Plan, has occurred that
would result in the Vesting Dates being accelerated:





	 	 	 
	Number of Shares Vesting	 	Vesting Date
	###___###
	 	January 30, 2010
	###___###
	 	January 30, 2011
	###___###
	 	January 30, 2012
	###___###
	 	January 30, 2013
	###___###
	 	January 30, 2014







	4.	 	Restrictions. The unvested Shares underlying your Restricted Stock Award are subject to the
following restrictions until they vest, expire or terminate (the “Restricted Period”).






	 	(a)	 	Restricted Stock is subject to the vesting schedule in Section 3 of this
Agreement.
	 
	 	(b)	 	Restricted Stock may not be sold, transferred, exchanged, pledged,
hypothecated, assigned or otherwise encumbered.
	 
	 	(c)	 	If your employment or service with the Company or any Subsidiary terminates for
any reason other than as set forth in the 2008 Plan, then You will forfeit all of your
rights, title and interest in and to the unvested Restricted Stock (including any
accumulated dividends) as of the date of termination, and the unvested Restricted
Stock, and accumulated dividends thereon, shall revert to the Company under the terms
of the 2008 Plan.






	5.	 	Delivery of Shares. Once the Shares are vested (see vesting schedule), the Shares (and
accumulated dividends) will be distributed in accordance with your instructions. Delivery of
the Shares will comply with all applicable laws (including federal securities laws), and the
applicable requirements of any securities exchange. Issuance of the Shares may be made on a
non-certificated basis, to the extent not prohibited by applicable law or applicable rules of
the applicable stock exchange.
	 
	6.	 	Voting and Dividend Rights. As beneficial owner of the Shares of Restricted Stock, You have
full voting rights with respect to the Shares during and after the Restricted Period. Cash
dividends declared




 









 






	 	 	on your Shares will be held by the Company during the Restricted Period and will be paid to
You as soon as practicable, but no later than two and one-half months after the Vesting Date
of each share to which a dividend relates. No earnings will accrue on declared but unpaid
cash dividends on unvested Restricted Stock. Stock dividends will vest and be earned at the
same time and in the same manner as the Share on which the stock dividends are paid. If You
forfeit your rights under this Agreement, You will no longer have any rights as a
stockholder with respect to the unvested Restricted Stock and You will forfeit all dividends
on such unvested Restricted Stock.
	 
	7.	 	Payment of Taxes. You may make an election to be taxed upon your Restricted Stock Award
under Section 83(b) of the Code (“83(b) Election”) within 30 days of the Grant Date. If You
make an 83(b) Election, You will be responsible for remitting an amount to the Company
sufficient to pay all applicable withholding taxes. If You do not make an 83(b)
Election, upon vesting of the Restricted Stock Award the Committee is entitled to require
as a condition of delivery: (i) that You remit an amount sufficient to satisfy any and all
federal, state and local (if any) tax withholding requirements and employment taxes (e.g.,
FICA and FUTA); (ii) that the withholding of such sums come from compensation otherwise due to
You or from Shares due to You under the 2008 Plan; or (iii) any combination of the foregoing.
Alternatively, employees may request the Company to withhold a number of shares sufficient to
satisfy the minimum tax withholding. Any withholding shall comply with Rule 16b-3 or any
amendments or successive rules. Directors who are not employees of the Company are
self-employed and not subject to tax withholding.
	 
	8.	 	Plan Controls. The terms contained in the 2008 Plan are incorporated into and made a part of
this Agreement, and this Agreement shall be governed by and construed in accordance with the
2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008
Plan and the provisions of this Agreement, the provisions of the 2008 Plan will control.
	 
	9.	 	Notice. Notices and communications under this Agreement must be in writing and
delivered in the manner set forth in Section 7.16 of the Plan. Notices to the Company must
be addressed to:




Northfield Bancorp, Inc.

581 Main Street, Suite 810

Woodbridge, New Jersey 07095

Attn: Director of Human Resources





				
	 	With a copy to:	 	Northfield Bank

581 Main Street, Suite 810

Woodbridge, New Jersey 07095

Attn: Director of Human Resources






or any other address designated by the Company
in a written notice to you. Notices to You will be directed to your address as then
currently on file with the Company, or at any other address that You provide in a written
notice to the Company.




          IN WITNESS WHEREOF, Northfield Bancorp, Inc., acting by and through the Board of Directors,
has caused this Agreement to be executed as of the Grant Date set forth above.



	 	 	 	 	 
	 	NORTHFIELD BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	On behalf of the Board of Directors 	 
	 	 	 	 
	 



Accepted by Participant:




           
                      
                                 




Date:                                         




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Schedule



The above form of Restricted Stock Award Agreement was signed by designated employees including the
Named Executive Officers of Northfield Bancorp, Inc., as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 
	 	 	Shares of	 	 
	 	 	Stock	 	 
	 	 	Subject to	 	Number of Shares Vesting on January 30,
	Participant	 	Awards	 	2010	 	2011	 	2012	 	2013	 	2014
	John W. Alexander
	 	 	168,000	 	 	 	33,600	 	 	 	33,600	 	 	 	33,600	 	 	 	33,600	 	 	 	33,600	 
	Steven M. Klein
	 	 	78,300	 	 	 	15,660	 	 	 	15,660	 	 	 	15,660	 	 	 	15,660	 	 	 	15,660	 
	Kenneth J. Doherty
	 	 	73,000	 	 	 	14,600	 	 	 	14,600	 	 	 	14,600	 	 	 	14,600	 	 	 	14,600	 
	Michael J. Widmer
	 	 	60,000	 	 	 	12,000	 	 	 	12,000	 	 	 	12,000	 	 	 	12,000	 	 	 	12,000	 
	Madeline G. Frank
	 	 	13,300	 	 	 	2,660	 	 	 	2,660	 	 	 	2,660	 	 	 	2,660	 	 	 	2,660	 







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