As filed with the Securities and Exchange Commission on July 27, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------
UJB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1903313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey 08543-2066
(Address of Principal Executive Offices) (Zip Code)
----------------
CONVERTED BNJ STOCK OPTION PLAN
OF
UJB FINANCIAL CORP.
(Full title of the plan)
----------------
Richard F. Ober, Jr., Esq.
Executive Vice President, General Counsel and Secretary
301 Carnegie Center, P.O. Box 2066
Princeton, N.J. 08543-2066
(Name and address of agent for service)
(609) 987-3430
(Telephone number, including area code, of agent for service)
----------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, ..................... 62,994 $ 5.6667 $ 356,968.10
$1.20 par value ................... 74,112 $ 6.4763 $ 479,971.55
29,722 $ 6.8001 $ 202,112.57
21,037 $ 6.8810 $ 144,755.60
11,580 $ 6.9620 $ 80,619.96
100,366 $ 7.1239 $ 714,997.35
6,176 $ 7.4477 $ 45,997.00
22,233 $ 8.4191 $ 187,181.85
67,547 $ 8.7430 $ 590,563.42
4,632 $12.3049 $ 56,996.30
4,632 $14.8954 $ 68,995.49
4,632 $28.3337 $ 131,241.70
------- -------------
409,663 $3,060,400.88 $1,055.31
======================================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted by the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted as permitted by the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
UJB Financial Corp., the Registrant ("UJB", "Company" or "Registrant"),
hereby incorporates by reference in this Registration Statement the following
documents filed with the Securities and Exchange Commission (the "SEC"):
(a) UJB's Annual Report on Form 10-K filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal
year ended December 31, 1994;
(b) UJB's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
(c) UJB's Current Report on Form 8-K dated January 19, 1995; and
(d) The description of the Common Stock of UJB contained in UJB's
Registration Statement on Form 10 dated August 31, 1970 as supplemented by
the Registration Statement on Form 8-A filed August 28, 1989, filed
pursuant to Section 12(b) of the Exchange Act, including all amendments
thereto and reports filed under the Exchange Act for the purpose of
updating such description.
All documents filed by UJB or the Converted BNJ Stock Option Plan of UJB
Financial Corp. (the "Plan") with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall likewise be
deemed to be incorporated herein by reference and to be a part hereof from and
as of the respective dates of filing of such documents.
Item 4. Description of Securities.
This item is not applicable inasmuch as the class of securities to be
offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby is being passed upon for the
Company by Richard F. Ober, Jr., Esq., who is employed as Executive Vice
President, General Counsel and Secretary of UJB. As of June 30, 1995 Mr. Ober
beneficially owned 22,811 shares of Common Stock and options to purchase 67,227
shares of Common Stock at a weighted average exercise price of $19.11.
The consolidated financial statements of UJB and subsidiaries as of
December 31, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994, included in UJB's Annual Report on Form 10-K,
incorporated by reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
<PAGE>
The report of KPMG Peat Marwick LLP with respect to UJB and subsidiaries
for the year ended December 31, 1994 refers to a change in the method of
accounting for certain investments and postemployment benefits in 1994 and to a
change in the method of accounting for income taxes in 1993.
Item 6. Indemnification of Directors and Officers.
With respect to the indemnification of directors and officers, Section 5 of
Article IX of the By-Laws of the Company provides:
Section 5. Indemnification. Each person who was or is a party and each
person who is threatened to be or is made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or arbitrative, by reason of the fact that
such person is, or was, a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, trustee, agent, or employee of another corporation, partnership,
joint venture, sole proprietorship, trust or other enterprise, whether or
not for profit, shall be indemnified and reimbursed by the Corporation for
liabilities (including amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties) and expenses (including
reasonable costs, disbursements and counsel fees) to the fullest extent
permitted by the laws of the State of New Jersey as in effect at the time
of such indemnification. The foregoing right of indemnification shall inure
to the benefit of the heirs, executors, and administrators of each such
person, shall not be exclusive of any other rights or indemnification to
which any director, officer, employee or other person may be entitled in
any capacity as a matter of law or under any by-law, agreement, vote of
shareholders or directors, insurance policy, or otherwise; and shall
continue as to each such person who has ceased to be a director, officer or
employee.
This By-Law shall be implemented and construed to provide any
director, officer, employee, or other person described above who is found
to have acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation the
maximum indemnification, advancement of expenses, and reimbursement for
liabilities and expenses allowed by law, provided, however, that
advancement of counsel fees will be made only when the Board of Directors
determines that arrangements for counsel are satisfactory to the Board.
Such provision is consistent with Section 14A:3-5 of the Business
Corporation Act of the State of New Jersey, the State of the Company's
incorporation, which permits the indemnification of officers and directors,
under certain circumstances and subject to specified limitations, against
liability which any such officer or director may incur in his capacity as such.
The Company carries an officers' and directors' liability insurance policy
which provides coverage against judgments, settlements and legal costs incurred
because of actual or asserted acts or omissions of such officers and directors
of the Company arising out of their duties as such, subject to certain
exceptions, including, but not limited to, damages based upon illegal personal
profits or adjudicated dishonesty of the person seeking indemnification. This
policy provides coverage of $35,000,000.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
This Registration Statement includes the following exhibits:
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 Converted BNJ Bancorp Stock Option Plan of UJB Financial Corp.
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of
Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (contained on the signature pages to this
Registration Statement).
<PAGE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (the "Securities Act");
(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;
(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 this Registration Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if 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 SEC
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each 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 hereby which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, 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
Securities 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 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 Township of West Windsor and the State of New Jersey on this
____ day of____________ 1995.
UJB FINANCIAL CORP.
By: /s/ T. JOSEPH SEMROD
-----------------------------------
T. Joseph Semrod
Chairman of the Board of Directors
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Joseph Semrod, John R. Haggerty, William J.
Healy and Richard F. Ober, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of July, 1995 by
the following persons in the capacities indicated.
Signatures Titles
---------- ------
/s/ T. JOSEPH SEMROD Chairman of the Board
-------------------- of Directors and President
T. Joseph Semrod (Chief Executive Officer)
/s/ JOHN R. HAGGERTY Senior Executive Vice
-------------------- President-Finance
John R. Haggerty (Principal Financial Officer)
/s/ WILLIAM J. HEALY Executive Vice President
-------------------- and Comptroller
William J. Healy (Principal Accounting Officer)
<PAGE>
Signatures Titles
---------- ------
/s/ ROBERT L. BOYLE Director
---------------------
Robert L. Boyle
/s/ JOHN G. COLLINS Director
---------------------
John G. Collins
/s/ T.J. DERMOT DUNPHY Director
---------------------
T.J. Dermot Dunphy
/s/ ELINOR J. FERDON Director
---------------------
Elinor J. Ferdon
/s/ ANNE EVANS ESTABROOK Director
---------------------
Anne Evans Estabrook
Director
---------------------
Fred G. Harvey
Director
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John R. Howell
/s/ FRANCIS J. MERTZ Director
---------------------
Francis J. Mertz
/s/ GEORGE L. MILES, JR. Director
---------------------
George L. Miles, Jr.
/s/ HENRY S. PATTERSON II Director
---------------------
Henry S. Patterson II
/s/ RAYMOND SILVERSTEIN Director
---------------------
Raymond Silverstein
/s/ JOSEPH M. TABAK Director
---------------------
Joseph M. Tabak
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Richard F. Ober, Jr., Esq. regarding legality.
10 Converted BNJ Stock Option Plan of UJB Financial Corp.
23(a) Consent of Richard F. Ober, Jr., Esq. (included as part of Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (contained on the signature pages to this
Registration Statement).
[LETTERHEAD OF RICHARD F. OBER, JR., EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
& SECRETARY
July 26, 1995
UJB Financial Corp. EXHIBIT 5
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543
Re: Registration Statement on Form S-8 of UJB Financial Corp. Relating to
409,663 Shares of UJB Financial Corp. Common Stock Issuable in
Connection with the Converted BNJ Stock Option Plan of UJB Financial
Corp.
Gentlemen:
This opinion is given in connection with the Registration Statement on Form
S-8 (the "Registration Statement") filed by UJB Financial Corp. (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to an aggregate of 409,663 shares of the Company's Common
Stock, par value $1.20 per share (the "Shares"), to be issued to holders of
director and employee stock options and limited rights under the Converted BNJ
Stock Option Plan of UJB Financial Corp. (the "Plan") upon the exercise thereof.
The converted stock options originally granted to directors and employees of
Bancorp New Jersey, Inc. ("BNJ") or an affiliate of BNJ and the converted
limited rights granted to employees of BNJ or its affiliates were granted under
director and employee stock option plans of BNJ and were converted into stock
options and limited rights with respect to the Company's Common Stock in
connection with the merger of BNJ with and into the Company, pursuant to an
Agreement and Plan of Merger dated January 19, 1995 (the "Merger Agreement").
The limited rights granted to former directors of BNJ under the Plan were
granted pursuant to terms of the Merger Agreement.
I have acted as counsel for the Company in connection with the filing of
the Registration Statement. In so acting, I have made such investigation,
including the examination of originals or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and instruments as I
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth. In connection therewith I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
or photostatic copies. As to questions of fact material to such opinion, I have
relied upon representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares registered
pursuant to the Registration Statement and to be issued upon the exercise of
employee stock options and limited rights under the Plan will, when issued in
accordance with the Plan, be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to any and all references to me in the
Prospectus which is part of said Registration Statement, should there be any.
Very truly yours,
/s/ RICHARD F. OBER, JR.
EXHIBIT 10
CONVERTED BNJ STOCK OPTION PLAN
OF
UJB FINANCIAL CORP.
I. PURPOSE
The Converted BNJ Bancorp Stock Option Plan of UJB Financial Corp. ("Plan")
exists solely to enable individuals, who on the effective date of the merger
("Merger") of Bancorp New Jersey, Inc. ("Bancorp") with and into UJB Financial
Corp. ("UJB"), held outstanding stock options or outstanding stock options and
related limited rights granted under the former Bancorp New Jersey , Inc. 1991
Stock Incentive Plan ("1991 Plan") or the former New Jersey Savings Bank Stock
Incentive Program adopted in 1988 ("1988 Program ), or were granted limited
rights, to exercise such options and limited rights for Common Stock of UJB
Financial Corp.
II. DEFINITIONS
The following terms shall have the meanings shown:
2.1 "Awards." Options and Limited Rights are sometimes collectively
referred to herein as "Awards."
2.2 "Board" shall mean the Board of Directors of UJB.
2.3 "Committee" shall mean the Compensation Committee of the Board.
2.4 "Common Stock" shall mean the common stock, par value $1.20 per share,
of UJB.
2.5 "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the
work customarily assigned to that employee. Additionally, a medical
doctor selected or approved by the Committee must advise the Committee
either that it is not possible to determine when such disability will
terminate or that it appears probable that such disability will be
permanent during the remainder of said Optionee's lifetime.
2.6 "Fair Market Value" with respect to a share or shares of Common Stock
shall be determined as follows:
(a) Fair Market Value shall be determined in accordance with the
Internal Revenue Code of 1986, as amended (the "Code") or
regulations promulgated thereunder where the Code or regulations
under the Code require the fair market value of Common Stock to
be determined in accordance with its or their provisions;
(b) If subsection 2.6 (a) above does not apply, Fair Market Value
shall be determined as follows: If Common Stock is listed on one
or more national securities exchanges in the United States or is
admitted to trading on one or more national securities exchanges
in the United States pursuant to unlisted trading privileges
granted by such exchanges (and approved by the U.S. Securities
and Exchange Commission) on the date as of which Fair Market
Value must be or is to be established, Fair Market Value shall be
deemed to be the closing price at which Common Stock is sold on
such national securities exchanges, or, if none, the average of
the bid and asked prices, considered on a composite basis as of
the most recent available date with respect to the sale of the
Common Stock ("Pricing Date"). If Common Stock is not traded on
any of such exchanges on a relevant Pricing Date, or none or such
national securities exchanges are open for business on the
relevant Pricing Date, the Pricing Date shall become the closest
preceding date on which any of such exchanges shall have been
open for business and Common Stock shall have been traded.
(c) Notwithstanding any of the foregoing, the Committee shall at all
times retain the power to establish fair market value in the
event that, in its discretion, it determines that extraordinary
circumstances or conditions have affected trading in Common Stock
on one or more of such exchanges such that, in its judgment, the
Fair Market Value determined in accordance with the foregoing
does not reflect the true fair market value of Common Stock on
the relevant Pricing Date. For all purposes under this Plan, the
determination by the Committee of the fair market value shall be
conclusive.
2.7 "Grant Letter" shall mean the letter dated July 11, 1995 granting
Options and Limited Rights under the Plan.
2.8 "Limited Rights" shall mean the limited rights granted pursuant to the
Grant Letters.
<PAGE>
2.9 "Merger Agreement" shall mean the Agreement and Plan of Merger dated
January 19, 1995 between Bancorp and UJB providing for the Merger.
2.10 "Options" shall mean the options granted pursuant to the Grant
Letters.
2.11 "Optionee", as the context requires, is defined to be an individual
holding an Option, and any Limited Right related thereto.
III. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it deems as necessary or advisable. All determinations and interpretations made
by the Committee shall be final, binding and conclusive on all Optionees and on
their legal representatives and beneficiaries.
IV. COMMON STOCK SUBJECT TO THE PLAN; ADJUSTMENTS
Common Stock delivered upon exercise of an Award may be either authorized
and unissued shares of Common Stock or authorized and issued shares of Common
Stock held by UJB as treasury stock. In the event of any change or changes in
the outstanding Common Stock of UJB by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, stock split, spin-off,
split-up, combination or other similar transaction, the number of shares of
Common Stock subject to an Award and the exercise price thereof shall be
automatically adjusted to prevent dilution or enlargement of the Award.
V. EXPIRATION AND EXERCISABILITY OF AWARDS
5.1 Options. Options shall expire on the date set forth in the relevant
Grant Letter. An Option may be exercised in whole or in part at any
time prior to its expiration date.
5.2 Limited Rights. A Limited Right shall expire or terminate upon the
earlier to occur of:
(a) the expiration or termination of the Option with respect to which
it was granted;
(b) for Limited Rights granted under the 1991 Plan, September 10,
1995, which is the date which immediately follows the date which
is sixty (60) days after the effective date of the Merger; or
(c) for Limited Rights granted under the 1988 Program, October 11,
1995, which is the date which immediately follows the date which
is ninety (90) days after the effective date of the Merger.
A Limited Right may be exercised only on a day when the Fair Market
Value of Common Stock is greater than the exercise price of the
underlying Option. Upon exercise of a Limited Right, the underlying
Option shall cease to be exercisable, to the extent the Limited Right
was exercised.
VI. MANNER OF EXERCISE
6.1 Options.
(a) Notice and Payment. Options may be exercised from time to time,
in whole or in part, by delivering a written notice of the
intention to exercise the Option with respect to a specified
number of shares to the Office of the Corporate Secretary of UJB
at 301 Carnegie Center, P.O. Box 2066, Princeton, New Jersey
08543. Such notice is irrevocable and must be accompanied by full
payment of the option exercise price in the form of payment
specified by the Grant Letter.
(b) Cashless Exercise of Options. Options may be exercised by
delivery of an irrevocable notice of exercise signed by the
Optionee, accompanied by payment in full of the option exercise
price by the Optionee's broker and an irrevocable instruction to
UJB to deliver the shares of Common Stock issuable upon exercise
of the Option promptly to the Optionee's broker for the
Optionee's account, provided that at the time of such exercise,
such exercise would not subject the Optionee to liability under
Section 16(b) of the Securities Exchange Act of 1934, or would be
exempt pursuant to Securities and Exchange Commission Rule 16b-3
or any other exemption from such liability.
<PAGE>
6.2 Limited Rights.
(a) Upon the exercise of a Limited Right, the holder thereof shall be
entitled to receive (i) an amount of cash equal to the difference
between the exercise price per share of the related Option and
the "Acquisition Price" of the Merger (as defined below)
multiplied by the number of shares with respect to which the
Limited Right has been exercised (the product thereof being the
"Exercise Spread"), (ii) shares (rounded down to the nearest
whole share) of Common Stock with a Fair Market Value on the day
preceding the exercise date equal to the Exercise Spread or (iii)
a combination of (i) and (ii) equal in aggregate value to the
Exercise Spread.
(b) The term "Acquisition Price" of the Merger as used in Article 6.2
(a) shall mean, with respect to the exercise of any Limited Right
the greater of:
(1) the highest Fair Market Value per share of Bancorp Stock
(prior to July 11, 1995) during the ninety (90) day period
immediately preceding the date such Limited Right is
exercised, divided by 1.5441;
(2) the highest Fair Market Value per share of Common Stock (at
or after July 11, 1995) in the 90-day period immediately
preceding the date of exercise of the Limited Right;
(3) $27.91 (the Cash Consideration (as defined in the Merger
Agreement) divided by the Exchange Ratio (also as defined in
the Merger Agreement); or
(4) $33.875 (the closing price of the Common Stock on July 11,
1995).
6.3 Deductions for Taxes. There may be deducted from each distribution to
an employee of the former Bancorp or any of its affiliates of Common
Stock or payment of cash made pursuant to an exercise of an Award
under the Plan, an amount of cash or a number of shares of Common
Stock the value of which (determined at the time of distribution) is
sufficient to satisfy UJB's tax withholding obligations.
VII. EFFECT OF TERMINATION OF EMPLOYMENT
7.1 Optionees. Upon the termination of employment of an Optionee (other
than former directors of Bancorp), any unexercised and still
exercisable portion of such Optionee's Options shall terminate
(a) three months after a termination of employment by UJB not for
cause;
(b) immediately upon termination of employment for cause, or
(c) if the termination of employment was due to the death, retirement
or Disability of the Optionee:
(1) upon the expiration of twelve months following the date of
termination of employment by reason of Disability or
(2) upon the expiration of three months after retirement from
employment done with the consent of UJB or
(3) upon the expiration of twelve months following:
(A) the death of the Optionee while in the employment of
UJB; or
(B) the death of the Optionee within the twelve month
period specified by Article 7.1(c)(1) above; or
(C) the death of the Optionee within the three month period
specified by Article 7.1(c)(2) above.
In no event shall any period specified above extend beyond the
fixed termination date of the Option as set forth in the option
agreement.
<PAGE>
VIII. MISCELLANEOUS
8.1 No Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Common Stock covered by an Award until
the date of issuance of a stock certificate for such Common Stock.
8.2 No Right to Employment. Nothing in this Plan or in any Award confers
on any person any right to continue in the employ of or perform any
services for UJB or any affiliate of UJB or interferes in any way with
the right of UJB or any affiliate of UJB to terminate the employment
of any employee at any time.
8.3 No Transferability of Awards. No Award under the Plan shall be
transferable by the optionee other than by the laws of descent and
distribution and may be exercised according to its terms and this Plan
(a) only by an Optionee during his or her lifetime, and (b) following
the death of an Optionee, by the legal guardian, legal representative,
heirs or devisees of the Optionee.
8.4 Substitution of Options. New option rights may be substituted for the
Options granted under the Plan, or the Corporation's duties as to
Options and Limited Rights outstanding under the Plan may be assumed
by a Parent of Subsidiary, by another corporation or by a parent or
subsidiary (within the meaning of Section 425 of the Code) of such
other corporation, in connection with any merger, consolidation,
acquisition, separation, reorganization, liquidation or like
occurrence in which the Corporation is involved. In the event of such
substitution or assumption, the term Common Stock shall thereafter
include the stock of the corporation granting such new option rights
or assuming the Corporation's duties as to such Options, SARs or
Limited Rights.
8.5 General Restriction. Any Option or Limited Right granted under this
Plan shall be subject to the requirement that, if at any time the
Committee shall determine that any listing or registration of the
shares of Common Stock, or any consent or approval of any governmental
body, or any other agreement or consent, is necessary as a condition
of the issuance of Common Stock in satisfaction of an exercise
thereof, such Common Stock will not be issued or delivered until such
requirement is satisfied in a manner acceptable to the Committee.
8.6 Withholding Taxes.
(a) The Committee shall have the right to require participating
employees to remit to UJB an amount sufficient to satisfy any
federal, state and local withholding tax requirements prior to
the delivery of any shares of Common Stock under the Plan.
(b) UJB shall have the right to withhold from payments made in cash
to an employee under the terms of the Plan, an amount sufficient
to satisfy any federal, state and local withholding tax
requirements imposed with respect to such cash payments.
(c) Amounts to which UJB is entitled pursuant to 8.6(a) or (b), may
be paid, at the election of the employee and with the approval of
the Committee, either (i) in cash, (ii) withheld from the
employee's salary or other compensation payable by UJB (or any
other subsidiary), including cash payments made under this Plan,
or (iii) in shares of Common Stock otherwise issuable to the
employee upon exercise of an Option or Limited Right, that have a
Fair Market Value on the date on which the amount of tax to be
withheld is determined (the "Tax Date") not less than the minimum
amount of tax the Corporation is required to withhold. A
participant's election to have shares of Common Stock withheld
that are otherwise issuable shall be in writing, shall be
irrevocable upon approval by the Committee, and shall be
delivered to UJB prior to the Tax Date with respect to the
exercise of an Option or Limited Right, and, if the participant
is subject to the short-swing profit rules of Section 16(b) of
the Securities Exchange Act of 1934, as amended, shall be
delivered to UJB only during a window period of ten (10) days
beginning on the third business day following the date of the
public release of annual or quarterly financial information with
respect to UJB.
8.7 Investment Representation. If the Committee determines that such a
written representation is necessary in order to secure an exemption
from registration under the Securities Act of 1933, the Committee may
demand that the optionee deliver to the Corporation at the time of any
exercise of any Option, SAR or Limited Right, or at time of the
transfer of shares of Restricted Stock, a written representation that
the shares to be acquired are to be acquired for investment and not
for resale or with a view to the distribution thereof. If the
Committee makes such a demand, delivery of a written representation
satisfactory to the Committee shall be a condition precedent to the
right of the optionee to acquire such shares of Common Stock.
8.8 Non-Uniform Determinations. The Committee's determinations under this
Plan need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under this
Plan, whether or not such persons are similarly situated.
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
Board of Directors
UJB Financial Corp.
We consent to the use of our report, incorporated herein by reference, and
to the reference to our Firm under the heading "Interests of Named Experts and
Counsel" in the Registration Statement.
The report of KMPG Peat Marwick LLP refers to a change in the method of
accounting for certain investments and postemployment benefits in 1994 and a
change in the method of accounting for income taxes in 1993.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Short Hills, New Jersey
July 26, 1995
