STOCK OPTION Granted by NORTHFIELD BANCORP, INC. under the NORTHFIELD BANCORP, INC. 2014 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Northfield Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.    Name of Participant: ___________________

2.        Date of Grant: June 11, 2014

3.        Exercise Price per Share:    $13.13

4.        Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:

______________ (subject to adjustment pursuant to item 10 hereof). The Option will be an Incentive Stock Option to the maximum extent permitted under the tax laws, which means that up to $100,000 of Options that vest in any one calendar year will be Incentive Stock Options (based on the exercise price of the Option).

Example: A participant is granted 140,000 Options that vest in equal installments of 28,000 Options per year over a 5 year period. The exercise price is $10.89, which is equal to the fair market value of the stock on the date of grant. Since $10.89 multiplied by 28,000 (the number of Options that vest each year) is $304,920.00, some of the Options that vest each year will not be Incentive Stock Options. Based on a $10.89 exercise price, the maximum number of Incentive Stock Options that can vest for any one year is 9,182 ($100,000 ÷ $10.89 = 9,182 (fractional shares are not included)). The remainder will be Non-Statutory Stock Options.

under a prior Option Award, all Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Statutory Stock Options.

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.6, 2.9 and 4.1 of the Plan (in the event of death or Disability or Involuntary Termination following a Change in Control).

7.    Exercise Procedure. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee.

8.    Delivery of Shares.

9.    Change in Control.

 

10.    Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

To the extent the Participant no longer serves as as an employee but continues in Service as a non-employee director, the Participant shall forfeit a number of Option Awards from each installment that would vest after his termination of employment (but continuation of Service as a non-employee director), equivalent to the difference between the number of Option Awards the Participant received as an employee and the Option Awards the Participant would have received if the Participant had been a non-employee director on the date of grant. In the event the termination of employment occurs during a vesting period, the amount forfeited would be pro-rated to take into account the period of Service during such vesting period that the employee served as an employee. The non-forfeited portion of the Option Award would continue to vest in accordance with the schedule set forth above in item 6 for so long as the Participant remains in the Service of the Company. For the avoidance of doubt as to the manner in which this reduction in Option Awards would be applied, please refer to Exhibit B attached hereto.

11.    Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:

thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited. To the extent the Participant no longer serves as an employee but continues in Service as a non-employee director, the Participant shall forfeit a number of Option Awards from each installment that would vest after his termination of employment (but continuation of Service as a non-employee director), equivalent to the difference between the number of Option Awards the Participant received as an employee and the Option Awards the Participant would have received if the Participant had been a non-employee director on the date of grant. In the event the termination of employment occurs during a vesting period, the amount forfeited would be pro-rated to take into account the period of Service during such vesting period that the employee served as an employee. The non-forfeited Option Awards will continue to vest in accordance with the schedule set forth above in item 6. For the avoidance of doubt as to the manner in which this reduction in Option Awards would be applied, please refer to Exhibit B attached hereto.

12.    Miscellaneous.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

By:                         

Its:                         

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2014 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2014 Equity Incentive Plan.

The above form of Stock Option Agreement was signed by John W. Alexander, Chairman and Chief Executive Officer (400,000 shares), and Steven M. Klein, President and Chief Operating Officer (278,000 shares).

I hereby exercise the stock option (the “Option”) granted to me by Northfield Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Northfield Bancorp, Inc. 2014 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $_______ per share.

I wish to pay the purchase price by (check one or more, as applicable):

[Any payment to be delivered must accompany this Notice of Exercise of Option]

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___    investment

___    resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: ____________, _____.        _________________________________________

Participant’s signature

*    If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having been exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that

I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.