As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 33-_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3537895
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification No.)
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
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(Address, including zip code, of principal executive offices)
1995 STOCK OPTION PLAN
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(FORMERLY PLANS OF PEAPACK-GLADSTONE BANK)
---------------------------------------------
(Full title of the plan)
FRANK A. KISSEL, PRESIDENT & CEO
PEAPACK-GLADSTONE FINANCIAL CORPORATION
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
(908) 234-0700
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
With a copy to:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-6300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Title of Amount Proposed maximum Proposed Amount of
Securities to to be offering price aggregate registration
be registered registered (1) per unit (2) offering price (2) fee
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, 178,500 shares $52.50 9,371,250 $2,765
No Par Value
</TABLE>
- ---------------------
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares as may
become subject to options under the 1995 Stock Option Plan or the 1995
Stock Option Plan for Outside Directors as a result of the anti-dilution
provisions thereof.
(2) Calculated pursuant to Rule 457(c) based on the average of the bid
($51.00) and ask ($54.00) prices per share of the registrant's common
stock on known trades as of April 22, 1998.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.
-----------------
Not filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual
Information.
------------
Not filed with this Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by Peapack-Gladstone Financial
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K filed with the
Commission on March 31, 1998.
2. The description of the Company's common stock contained in the
Registration Statement on Form 8-A registering the Company's common stock, and
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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, hereby are incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
--------------------------
Not applicable.
<PAGE>
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
Certain legal matters relating to the issuance of the
shares of the Company's Common Stock offered hereby have been passed upon by
Pitney, Hardin, Kipp & Szuch, counsel to the Company. Attorneys in the law firm
of Pitney Hardin, Kipp & Szuch do not own, beneficially, or otherwise, any
shares of the Company's Common Stock as of April 23, 1998.
The report of KPMG Peat Marwick LLP, independent certified
public accountants, dated January 30, 1998, relating to the consolidated
statements of financial condition of the Company and its subsidiaries as of
December 31, 1997 and 1996 and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report is incorporated by
reference in the December 31, 1997 Annual Report on Form 10-K of the Company, is
incorporated herein by reference upon authority of said firm as experts in
accounting and auditing.
ITEM 6. Indemnification of Directors and Officers.
------------------------------------------
Article VI of the Certification of Incorporation of the
Company provides that no director or officer of the Company or of a subsidiary
of the Company shall be personally liable to the Company or its shareholders
unless such breach of duty is based on (i) an act or omission in breach of such
person's duty of loyalty to the Company or its shareholders, (ii) not in good
faith or involving a knowing violation of law, or (iii) resulting in receipt by
such person of an improper benefit (each an "Uncovered Claim"). Unless expressly
prohibited by law, the Company shall also indemnify a director or officer
against his reasonable expenses and all liabilities in connection with any
proceeding involving that director or officer, including a proceeding by or in
the right of the Company, unless such breach of duty is based on an Uncovered
Claim. Additionally, the Company shall advance or pay those reasonable expenses
incurred by the director or officer in a proceeding, provided that such director
or officer, as a condition to such payment, undertakes to repay the Company if
it shall be finally adjudicated that the breach of duty was based on an
Uncovered Claim.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
ITEM 8. Exhibits.
---------
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch (included
in Exhibit 5 hereto).
99.1 1995 Stock Option Plan.
99.2 1995 Stock Option Plan for Outside Directors
ITEM 9. Undertakings.
-------------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(b) That, for purposes 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.
(c) 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.
2. 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 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.
3. 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Borough of Peapack-Gladstone, State of New Jersey, on
the 23 day of April, 1998.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
FRANK A. KISSEL
By: _____________________________________
Frank A. Kissel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman and Director
T. LEONARD HILL April 23, 1998
- ---------------------------------------
T. Leonard Hill
Treasurer and Senior Vice
President (Principal Accounting
ARTHUR F. BIRMINGHAM Officer) April 23, 1998
- ---------------------------------------
Arthur F. Birmingham
Director April __, 1998
- ---------------------------------------
Pamela Hill
JOHN D. KISSEL Director April 23, 1998
- ---------------------------------------
John D. Kissel
JAMES R. LAMB Director April 23, 1998
- ---------------------------------------
James R. Lamb
GEORGE R. LAYTON Director April 23, 1998
- ---------------------------------------
George R. Layton
Director April __, 1998
- ---------------------------------------
Edward A. Merton
Director April __, 1998
- ---------------------------------------
F. Duffield Meyercord
JOHN R. MULCAHY Director April 23, 1998
- ---------------------------------------
John R. Mulcahy
PHILIP W. SMITH Director April 23, 1998
- ---------------------------------------
Philip W. Smith
JACK D. STONE Director April 23, 1998
- ---------------------------------------
Jack D. Stone
<PAGE>
WILLIAM TURNBULL Director April 23, 1998
- ---------------------------------------
William Turnbull
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5 Opinion of Pitney, Hardin, Kipp & Szuch
23.1 Consent of KPMG Peat Marwick LLP
99.1 1995 Stock Option Plan
99.2 1995 Stock Option Plan for Outside Directors
CERTIFICATE OF INCORPORATION
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
The undersigned, being over the age of eighteen years, in
order to form a corporation pursuant to the provisions of the New Jersey
Business Corporation Act, does hereby execute this Certificate of Incorporation:
ARTICLE I
CORPORATE NAME
The name of the corporation is Peapack-Gladstone Financial
Corporation.
ARTICLE II
CORPORATE PURPOSE
The purpose for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act (the "Act").
ARTICLE III
CAPITAL STOCK
The aggregate number of shares which the corporation shall
have authority to issue is 5,000,000 shares of common stock, without nominal or
par value.
ARTICLE IV
REGISTERED AGENT AND REGISTERED ADDRESS
The address of the corporation's initial registered office is
158 Route 206 North, Gladstone, New Jersey 07934, and the name of the
corporation's initial registered agent at such address is Frank A. Kissel.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The number of directors constituting the first board is twelve
(12), and the names and addresses of the persons who are to serve as such
directors are:
Name Address
Pamela Hill 158 Route 206 North
Gladstone, NJ 07934
T. Leonard Hill 158 Route 206 North
Gladstone, NJ 07934
Frank A. Kissel 158 Route 206 North
Gladstone, NJ 07934
John D. Kissel 158 Route 206 North
Gladstone, NJ 07934
James R. Lamb 158 Route 206 North
Gladstone, NJ 07934
George R. Layton 158 Route 206 North
Gladstone, NJ 07934
Edward A. Merton 158 Route 206 North
Gladstone, NJ 07934
F. Duffield Meyercord 158 Route 206 North
Gladstone, NJ 07934
John R. Mulcahy 158 Route 206 North
Gladstone, NJ 07934
Philip W. Smith III 158 Route 206 North
Gladstone, NJ 07934
Jack D. Stine 158 Route 206 North
Gladstone, NJ 07934
William Turnbull 158 Route 206 North
Gladstone, NJ 07934
The number of directors shall be governed by the by-laws of
the corporation.
ARTICLE VI
EXCULPATION AND INDEMNIFICATION
No director or officer of the corporation, or of a subsidiary
of the corporation, shall be personally liable to the corporation or to its
shareholders for damages for breach of any duty owed to the corporation or its
shareholders unless such breach of duty is based on an act or omission (a) in
breach of such person's duty of loyalty to the corporation (and/or its
subsidiary) or its shareholders; (b) not in good faith or involving a knowing
violation of law; or (c) resulting in receipt by such person of an improper
benefit.
Unless expressly prohibited by law, the corporation shall
indemnify a director or officer of the corporation or of a subsidiary of the
corporation against his reasonable expenses and all liabilities in connection
with any proceeding involving that director or officer of the corporation or a
wholly-owned subsidiary of the corporation, including a proceeding by or in the
right of the corporation or its wholly-owned subsidiary, unless such breach of
duty is based on an act or omission (a) in breach of such person's duty of
loyalty to the corporation or its stockholders; (b) not in good faith or
involving a knowing violation of law; or (c) resulting in receipt by such person
of an improper personal benefit. The corporation shall advance or pay those
reasonable expenses incurred by such director or officer in a proceeding as and
when incurred, provided, however, that the director or officer shall, as a
condition to receipt of such advances, undertake to repay all amounts advanced
if it shall finally be adjudicated that the breach of duty by the director or
officer was based upon an act or omission (a) in breach of such person's duty of
loyalty to the corporation (and/or its subsidiary) or its stockholders; (b) not
in good faith or involving a knowing violation of law; or (c) resulting in
receipt by such person of an improper personal benefit.
ARTICLE VIII
SHAREHOLDER VOTE ON CERTAIN TRANSACTIONS
In addition to any affirmative vote required by law or this
certificate of incorporation, and except as set forth below, the affirmative
vote of the holders of 80% of each class of stock of the corporation, entitled
to vote in elections of directors, shall be required for all of the following:
(i) any merger or consolidation of the corporation with or
into any other corporation, banking institution, person or entity; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or series of transactions) of assets or of
the deposit liabilities of the corporation which, in the case of either assets
or of deposit liabilities, total 10% or more of the value of the assets or of
the deposit liabilities of the corporation on a consolidated basis to any other
corporation, banking institution, person or entity; or
(iii) any sale, lease, exchange, mortgage pledge, transfer or
other disposition (in one transaction or a series of transactions) to the
corporation of any assets of any other corporation, banking institution, person
or entity in exchange for voting securities (or securities convertible into or
exchangeable for voting securities or any options, warrants or rights to
purchase any of the same) of the bank constituting (after giving effect to any
conversion, exchange or right) 5% or more of the outstanding voting securities
of the corporation; or
(iv) any reclassification of securities, or recapitalization
of the corporation proposed by, on behalf of or pursuant to any arrangement with
any other corporation, banking institution, person or entity which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding securities of the corporation of which that other corporation,
banking institution, person or entity is the beneficial owner; or
(v) the issuance (in one transaction or a series of
transactions) to any other corporation, banking institution, person or entity,
of voting securities (or securities convertible into or exchangeable for voting
securities or any options, warrants or rights to purchase any of the same) of
the corporation constituting (after giving effect to any conversion, exchange or
right) 5% or more of the outstanding voting securities of the corporation; or
(vi) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by, on behalf of or pursuant to any
arrangement with any other corporation, banking institution, person or entity;
if, in any such case, as of the record date for the
determination of stockholders entitled to notice thereof and to vote thereon or
consent thereto, such other corporation, banking institution, person or entity
is: (a) the beneficial owner, directly or indirectly, of more than 5% of the
outstanding shares of any class of stock of the corporation entitled to vote in
the election of directors or the assignee of, or otherwise the successor to, any
shares of such stock of the corporation from a corporation, banking institution,
person or entity which within the two-year period immediately prior to such
record date was a more than 5% beneficial owner (where any such assignment or
succession occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of that term under the Securities
Act of 1933, as amended); or (b) is an affiliate (as defined subsequently in
this Article) of the corporation and at any time within the two-year period
immediately prior to such record date was the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of any class of stock of
the corporation entitled to vote in the election of directors. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or in an agreement, if any,
with any national securities exchange or otherwise.
For the purpose, but only for the purpose of determining
whether a corporation, banking institution, person or other entity is "the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of stock of the corporation entitled to vote in elections of directors,"
within this Article: (x) any corporation, banking institution, person or other
entity shall be deemed to be the beneficial owner of any shares of stock of the
corporation (i) which it has the right to acquire pursuant to any agreement, or
upon the exercise of conversion rights, warrants or options, or otherwise, or
(ii) which are beneficially owned, directly or indirectly (including shares
deemed owned through application of clause (i), above), by any other
corporation, person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of stock of the corporation,
or which is its "affiliate" or "associate" as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 as in effect on the date of this Amendment; and (y) the outstanding shares
of any class of stock of the corporation shall include shares deemed owned
through application of clauses (i) and (ii) above.
The Board of Directors of the corporation shall have the power
and duty to determine for the purposes of this Article on the basis of
information known to the corporation, whether: (i) such other corporation,
banking institution, person or other entity beneficially owns more than 5% of
the outstanding shares of any class of stock of the corporation entitled to vote
in elections of directors, (ii) a corporation, banking institution, person or
entity is an "affiliate" or "associate" (as defined above) of another, and (iii)
the value of any assets or of deposit liabilities of the corporation proposed
sales, lease, exchange, mortgage, pledge, transfer or other disposition exceed
10% of the corporation's assets or deposit liabilities, as the case may be. Any
such determination shall be conclusive and binding for all purposes of this
Article.
The provisions of this Article shall not be applicable to: (i)
any merger or consolidation of the corporation with or into any other banking
institution or corporation, or any sale or lease of assets or deposit
liabilities of the corporation to, or any sale or lease to the corporation or
any subsidiary thereof in exchange for securities of the corporation of any
assets of, any other corporation, banking institution, person or entity, if at
least two-thirds of the members of the entire Board of Directors of the
corporation shall, by resolution, have approved such transaction prior to the
time that such other corporation, banking institution, person or entity shall
have become the beneficial owner, directly or indirectly, of more than 5% of the
outstanding shares of any class of stock of the corporation entitled to vote in
elections of directors; or (ii) any merger or consolidation of the corporation
or any subsidiary thereof into or with, or any sale, lease, exchange, mortgage,
pledge, transfer or other disposition of the assets of the corporation to, any
other banking institution or corporation of which a majority of the outstanding
shares of all classes of stock entitled to vote in elections of directors is
owned of record or beneficially by the corporation and its subsidiaries (if any)
and so long as, if the corporation is not the surviving banking institution,
each beneficial owner of shares of stock of the corporation receives the same
type of consideration in such transaction and the provisions of this Article are
continued in effect or adopted by such surviving banking institution as part of
its certificate of incorporation (and its certificate of incorporation have no
provisions inconsistent with this Article as continued or adopted) or (iii) any
transaction involving the corporation or its assets or deposit liabilities
required or ordered by any Federal or state regulatory agency; provided the
Board of Directors referred to in (i) of this paragraph passing upon such
transaction shall be comprised of a majority of continuing directors, i.e.,
members of such Board who were elected by the stockholders of the corporation
prior to that time, that any such stockholder became the beneficial owner,
directly or indirectly, of more than 5% of any class of the stock of the
corporation, entitled to vote in elections of directors, or who were appointed
to succeed a continuing director by a majority of continuing directors.
No amendment to the Certificate of Incorporation of the
corporation shall amend, alter, change or repeal any of the provisions of this
Article unless the amendment effecting such amendment, alteration, change or
repeal shall receive the affirmative vote of the holders of 80% of each class of
stock of the corporation entitled to vote in elections of directors.
<PAGE>
ARTICLE IX
NAME AND ADDRESS OF THE INCORPORATOR
The name and address of the incorporator is Frank A. Kissel,
158 Route 206 North, Gladstone, New Jersey 07932.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Incorporation this 14th day of August, 1997
Frank A. Kissel, Incorporator
BY-LAWS
OF
PEAPACK-GLADSTONE FINANCIAL CORPORATION
ARTICLE I
SHAREHOLDERS MEETINGS
1. Annual Meeting. The annual meeting of shareholders for the election
of directors and such other business as may properly come before the meeting
shall be held upon not less than 10 nor more than 60 days written notice of the
date, time, place and purposes of the meeting. The annual meeting shall be held
at 3:00 p.m. on the fourth Tuesday of April each year at the principal place of
business of the Corporation, 158 Route 206 North, Gladstone, New Jersey, or at
such other time and place as shall be fixed by the Board of Directors.
2. Nominations for Director. Nominations for election to the Board of
Directors may be made by the Board of Directors or upon 90 days advance written
notice to the Board of Directors by any shareholder of any outstanding class of
stock of the Corporation entitled to vote for the election of directors.
3. Special Meetings. A special meeting of shareholders may be called
for any purpose by the Chairman, Chief Executive Officer, the President or a
majority of the Board of Directors. A special meeting shall be held upon not
less than 10 nor more than 60 days written notice of the time, place and purpose
of the meeting.
4. Quorum. The holders of a majority of the outstanding common stock
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The majority of the shareholders at a meeting, though less than a
quorum, may adjourn any meeting. The Corporation shall not be required to give
notice of an adjourned meeting if the time and place of the meeting are
announced at the meeting from which an adjournment is taken and the business
transacted at the adjourned meeting is limited to that which might have been
transacted at the original meeting.
5. Shareholder Action. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting, unless
otherwise provided by the New Jersey Business Corporation Act, by the
certificate of incorporation or by these By-Laws.
6. Record Date. The Board of Directors shall fix a record date for each
meeting of shareholders and for other corporate action for purposes of
determining the shareholders of the corporation who are entitled to: (i) notice
of or to vote at any meeting of shareholders; (ii) give a written consent to any
action without a meeting; or (iii) receive payment of any dividend,
distribution, or allotment of any right. The record date may not be more than 60
days nor less than 10 days prior to the shareholders meeting, or other corporate
action or event to which it relates.
7. Inspectors of Election. In advance of any shareholders meeting, the
Board of Directors may appoint one or more inspectors of election whose duty it
shall be to determine the shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies. The inspectors shall receive and tabulate all votes,
except voice votes, determine the results of all such votes, including the
election of directors, and do such acts as are proper to conduct the election or
vote, including hearing and determining all challenges and questions arising in
connection with the right to vote. After any meeting, the inspectors shall file
with the Secretary of the meeting a certificate under their hands, certifying
the result of any vote or election, and in the case of an election, the names of
the directors elected.
8. Proxies. Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing.
ARTICLE II
DIRECTORS
1. Board of Directors. The Board of Directors (the "Board") shall have
the power to manage and administer the business and affairs of the Corporation.
Except as expressly limited by these By-Laws, all powers of the Corporation
shall be vested in and may be exercised by the Board.
2. Number and Term of Office. The number of directors shall not be less
than five and not more than 25. The exact number shall be determined by the
Board. Directors shall be elected by the shareholders at each annual meeting of
shareholders and until their successors shall have been elected and qualified.
The Board shall have the right to increase the number of directors between
annual meetings and to fill vacancies so created and other vacancies occurring
for any reason.
3. Directors Emeritus and Honorary Directors. The Board may grant the
title of Director Emeritus or Honorary Director to such former directors or
other worthy individuals as it determines who will receive any fees,
entitlements, duties and powers as may be conferred by the Board in its
discretion.
4. Regular Meetings. A regular meeting of the Board, for the purpose of
electing officers and conducting any other business as may come before the
meeting, shall be held without notice after the annual shareholders meeting and
before the Board's next regular meeting. The Board shall hold a regular meeting
on the second Thursday of March, June, September, and December and, by
resolution, may provide for different or additional regular meetings. All
regular meetings shall be held in the Main Office of Peapack-Gladstone Bank, 158
Route 206 North, Gladstone, New Jersey, unless otherwise provided by the Board.
All regular meetings may be held without notice to any director, except that a
director not present at the time of the adoption of a resolution setting forth
different or additional regular meeting dates shall be entitled to notice of
those meetings.
5. Special Meetings. A special meeting of the Board may be called for
any purpose at any time by the Chairman, Chief Executive Officer, the President
or by a majority of the directors. The meeting shall be held upon not less than
one day's notice if given by telegraph or orally (either by telephone or in
person), or upon not less than three days' notice if given by depositing the
notice in the United States mails, postage prepaid. The notice shall specify the
time and place of the meeting.
6. Action Without Meeting. The Board may act without a meeting if,
prior or subsequent to the action, each member of the Board shall consent in
writing to the action. The written consent or consents shall be filed in the
minute book.
7. Quorum. A majority of the directors shall constitute a quorum at any
meeting, except when otherwise provided by the New Jersey Business Corporation
Act. However, a smaller number may adjourn any meeting and the meeting may be
held, as adjourned, without further notice. The act of the majority present at a
meeting at which a quorum is present shall be the act of the Board, unless
otherwise provided by the New Jersey Business Corporation Act, the certificate
of incorporation or these By-Laws.
8. Vacancies in Board of Directors. Any vacancy in the Board, including
a vacancy caused by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors.
9. Telephone Participation in Board Meetings. One or more directors may
participate in a meeting of the Board, or of any committee thereof, by means of
a speaker or conference telephone or similar communications equipment which
permits all persons participating in the meeting to hear each other. Any
director who is unable to attend any meeting of the Board or any committee
thereof shall have the right, upon prior written request, to participate in the
meeting by such telephone hook-up if the means are reasonably available at the
place where the meeting is to be held.
ARTICLE III
COMMITTEES OF THE BOARD
1. Executive Committee. The Board, by the vote of a majority of the
entire Board, annually shall appoint an Executive Committee composed of at least
five directors, among whom shall be the Chairman and the Chief Executive Officer
of the Corporation. At least three members or a majority of the Committee shall
not be employees of the Corporation or any of its subsidiaries. The Executive
Committee shall have and may exercise all of the power of the Board except as
otherwise provided in the New Jersey Business Corporation Act. As provided in
the New Jersey Business Corporation Act, the Executive Committee shall not (i)
make, alter or repeal any of these By-Laws; (ii) elect or appoint any director,
or remove any officer or director; (iii) submit to shareholders any action that
requires shareholders approval; and (iv) amend or repeal any resolution
theretofore adopted by the Board which by its terms is amendable or repealable
only by the Board. The Executive Committee shall keep minutes of its meetings,
and such minutes shall be submitted to the next regular or special meeting of
the Board at which a quorum is present, and any action taken by the Board with
respect thereto shall be entered in the minutes of the Board. A majority of the
directors on the Executive Committee shall constitute a quorum for the
transaction of business. The Chairman shall serve as chairman of the Executive
Committee. The Executive Committee shall identify and select candidates for
nomination to the Board and recommend those selected to the entire Board for its
approval.
2. Audit and Examining Committee. The Board, by the vote of a majority
of the entire Board, annually shall appoint an Audit and Examining Committee
composed of not less than three directors who shall not be active officers or
employees of the Corporation. This Committee shall review significant audit and
accounting principles, policies and practices, meet with the internal auditors
of Peapack-Gladstone Bank (the "Bank"), review the report of the annual
directors' examination of the Bank conducted by the outside auditors and review
examination reports and other reports of federal regulatory agencies.
3. Compensation Committee. The Board, by the vote of a majority of the
entire Board, annually shall appoint a Compensation Committee composed of at
least five directors, none of whom shall be an officer of the Corporation. The
Compensation Committee shall approve the salaries of Senior Officers of the
Corporation and the Corporation's Profit Sharing, Pension, Long Term Stock
Incentive and other compensation plans.
4. Other Committees. The Board may appoint, from time to time, from its
own members, ad hoc and other committees of one or more directors, for such
purposes and with such powers as the Board may determine.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the certificate of
incorporation, or by the New Jersey Business Corporation Act may be waived in
writing by any person entitled to notice. The waiver, or waivers, may be
executed either before or after the event with respect to which the notice is
waived. Each director or shareholder attending a meeting without protesting,
prior to its conclusion, the lack of proper notice shall be deemed conclusively
to have waived notice of the meeting.
ARTICLE V
OFFICERS
1. Election. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a Chief Executive Officer, a Chairman of the
Board, a President, a Vice President, a Treasurer, a Secretary, and such other
officers as it shall deem necessary. One person may hold two or more offices.
2. Chairman of the Board. The Board shall appoint one of its members to
be Chairman of the Board to serve at the pleasure of the Board. Such person
shall preside at all meetings of the Board and of the shareholders, and shall
also have and may exercise such further powers and duties as from time to time
may be conferred or assigned by the Board or by the Chief Executive Officer. In
the Chairman's absence, the Board will designate one of the senior officers who
are members of the Board to serve as Chairman.
3. Chief Executive Officer. The Board of Directors shall appoint one of
its members to be Chief Executive Officer of the Corporation to serve at the
pleasure of the Board. The Chief Executive Officer may also hold another office
or offices in the Corporation. He shall have general authority over all the
business and affairs of the Corporation.
4. President. The Board shall appoint one of its members to be
President of the Corporation. The President shall have and may exercise any and
all powers and duties pertaining by law, regulation, or practice to the office
of president, or imposed by these By-Laws. The President shall also have and may
exercise such further powers and duties as from time to time may be conferred or
assigned by the Board or the Chief Executive Officer.
5. Vice President. The Board may appoint one or more Executive Vice
Presidents, one or more Senior Vice Presidents, and one or more Vice Presidents.
Each Vice President shall perform the duties and have the authority as from time
to time may be delegated to him by the Chief Executive Officer, by the Board of
Directors, or by these By-Laws.
6. Secretary. The Board shall appoint a Secretary who shall be
Secretary for meetings of the Board and of the Corporation, and shall keep
accurate minutes of those meetings. The Secretary shall attend to the giving of
all notices required by these By-Laws and shall be custodian of the corporate
seal, records, documents and papers of the Corporation. The Secretary also shall
have and may exercise any and all other powers and duties pertaining by law or
practice to the office of Secretary, and shall also perform such other duties as
may be assigned from time to time by the Board.
7. Treasurer. The Board shall appoint a Treasurer who shall have
custody of the funds and securities of the Corporation and shall keep or cause
to be kept regular books of the account for the Corporation. The Treasurer shall
perform such other duties and possess such other powers as are incident to his
office or as shall be assigned to him by the President or the Board.
8. Other Officers. The Board may appoint one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as from time to time may appear to the Board to be
required or desirable to transact the business of the Corporation. Such officers
shall respectively exercise such power and perform such duties as pertain to
their several offices, or as may be conferred upon or assigned to them by the
Board, the Chief Executive Officer, or the President.
9. Tenure of Office. The Chairman, the Chief Executive Officer, the
President, the Secretary, the Treasurer and all other officers shall hold office
for the current year for which the Board was elected, unless they shall resign,
become disqualified, or be removed. Any vacancy occurring in the office of Chief
Executive Officer, Chairman, President, Secretary or Treasurer shall be filled
promptly by the Board.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
1. Transfers. Shares of stock shall be transferable on the books of the
Corporation, and a transfer book shall be kept in which all transfers of stock
shall be recorded. Every person becoming a shareholder by such transfer shall,
in proportion to his shares, succeed to all rights of the prior holder of such
shares.
2. Share Certificates. The shares of the Corporation shall be
represented by certificates signed by or in the name of the Corporation, by the
Chairman, Chief Executive Officer, or the President or a Vice President, and by
the Secretary, Treasurer, Assistant Secretary or Assistant Treasurer of the
Corporation, and may be sealed with the seal of the Corporation. Any signature
and the seal may be reproduced by facsimile. In case any officer who has signed
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
its issue.
ARTICLE VII
AMENDMENTS TO AND EFFECT OF BY-LAWS; FISCAL YEAR
1. Force and Effect of By-Laws. These By-Laws are subject to the
provisions of the New Jersey Business Corporation Act and the Corporation's
certificate of incorporation, as it may be amended from time to time. If any
provision in these By-Laws is inconsistent with a provision of the Act or the
certificate of incorporation, the provisions of the Act or the certificate of
incorporation shall govern.
2. Amendments to By-Laws. These By-Laws may be altered, amended, or
repealed by the shareholders or by the Board. Any By-Law adopted, amended, or
repealed by the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such By-Law expressly reserves to the
shareholders the right to amend or repeal it.
3. Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of January each year.
4. Records. The certificate of incorporation, the By-Laws and the
proceedings of all meetings of the shareholders, the Board, and standing
committees of the Board shall be recorded in appropriate minute books provided
for the purpose. The minutes of each meeting shall be signed by the Secretary or
other officer appointed to act as secretary of the meeting.
5. Inspection. A copy of the By-Laws, with all amendments thereto,
shall at all times be kept in a convenient place at the principal place of
business of the Corporation, and for a proper purpose shall be open for
inspection to any shareholder during business hours.
ARTICLE VIII
CORPORATE SEAL
The Chairman, the Chief Executive Officer, the President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form:
(Impression)
( of )
(Seal )
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
April 24, 1998
Peapack-Gladstone Financial Corporation
158 Route 206 North
Gladstone, New Jersey 07934
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by Peapack-Gladstone Financial Corporation (the
"Company") relating to 178,500 shares of the Company's Common Stock, no par
value (the "Securities") to be offered pursuant to the Company's 1995 Stock
Option Plan (formerly Peapack-Gladstone Bank's 1995 Stock Option Plan) and 1995
Stock Option Plan for Outside Directors (formerly Peapack-Gladstone Bank's 1995
Stock Option Plan for Outside Directors) (together, the "Plans").
We have also examined originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we deemed necessary in order to express
the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectuses which are not filed herewith) and the Plans and for
the consideration determined in accordance with the terms of the Plans, the
Securities will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Peapack-Gladstone Financial Corporation
We consent to incorporation by reference herein in the Registration Statement on
Form S-8 of Peapack-Gladstone Financial Corporation of our report dated January
30, 1998, relating to the consolidated statements of financial condition of
Peapack-Gladstone Financial Corporation and subsidiaries as of December 31, 1997
and 1996 and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report is incorporation by reference in
the December 31, 1997 Annual Report on Form 10-K of Peapack-Gladstone Financial
Corporation and to the reference to our Firm under the heading "Interest of
Named Experts and Counsel".
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
April 24, 1998
Exhibit 99.1
The following plan was assumed by Peapack-Gladstone
Financial Corporation (the "Company ") in connection with the acquisition of
all of the issued and outstanding shares of Peapack-Gladstone Bank
pursuant to the Amended and Restated Plan of Acquisition
dated as of September 25, 1997 which was consummated on December 12, 1997.
PEAPACK-GLADSTONE BANK
1995 Stock Option Plan
1. Purpose
The purpose of the Peapack-Gladstone Bank's (the "Company") 1995
Stock Option Plan (the "Plan") is to advance the interests of the
Company and its shareholders by providing those key employees of
the Company, upon whose judgment, initiative and efforts the
successful conduct of the business of the Company largely depends,
with additional incentive to perform in superior manner. A purpose
of the Plan is also to attract people of experience and ability to
the service of the Company.
2. Definitions
A. Board of Directors or Board: means the board of directors
of the Company.
B. Change in Control: for purposes of this Plan, a Change in
Control of the Company shall mean an event of a nature that;
(1) any "person" (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) who is not now presently but
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the
Company's outstanding securities except for any securities
purchased by any tax-qualified employee benefit plan of the
Company; or (2) individuals who constitute the Board on the
date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's
stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of
this clause (2), considered as though he were a member of
the Incumbent Board; or (3) filing is made for regulatory
approval to implement a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets
of the Company or similar transaction in which the Company
is not the resulting entity or such plan, merger
consolidation, sale or similar transaction occurs; or (4) a
proxy statement soliciting proxies from shareholders of the
Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or
similar transaction with one or more corporations as a
result of which the outstanding shares of the class of
securities then subject to the plan or transaction are
exchanged for or converted into cash or property or
securities not issued by the Company shall be distributed;
or (5) a tender offer is made for 25% or more of the voting
securities of the Company.
<PAGE>
C. Committee: means a committee consisting of those members of
the Compensation Committee of the Board of Directors who are
non-employee members of the Board of Directors, all of whom
are "disinterested directors" as such term is defined under
Rule 16b-3 ("Rule 16b-3") under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), as promulgated
by the Securities and Exchange Commission.
D. Date of Grant: means the date an Option is granted by the
Committee.
E. 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 him.
Additionally, a medical doctor selected or approved by the
Board of Directors must advise the Committee that it is
either 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 Participant's
lifetime.
F. Fair Market Value: for purposes of the 1995 Stock Option
Plan , when used in connection with Common Stock on a
certain date, Fair Market Value means the average of the
high and low prices of known trades of the Common Stock on
the relevant date, or if the Common Stock was not traded on
such date, on the next preceding day on which the Common
Stock was traded thereon.
G. Incentive Stock Option: means an Option granted by the
Committee to a Participant, which Option is designated as an
Incentive Stock Option pursuant to Section 8.
H. Non-qualified Stock Option: means an Option granted by
the Committee to a Participant and which is not designated
by the Committee as an Incentive Stock Option.
I. Normal Retirement: means retirement at the normal or
early retirement date as set forth in any tax-qualified
retirement/pension plan of the Company.
J. Option: means the grant of Incentive Stock Options or
Non-qualified Stock Options granted under Section 7 or
Section 8.
K. Participant: means an employee of the Company or its
affiliates chosen by the Committee to participate in the
Plan. L. Plan Year(s): means the part of the year beginning
with the date the plan is accepted by the New Jersey
Department of Banking and ending on December 31, 1995, and
calendar years thereafter.
M. Termination for Cause: means the termination upon an
intentional failure to perform stated duties, breach of a
fiduciary duty involving personal dishonesty, or willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist
order.
3. 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 sees necessary for the proper
administration of the Plan and to make determinations and
interpretations in connection with the Plan it sees as necessary
or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in
the Plan and on their legal representatives and successors in
interest.
4. Types of Awards
Awards under the Plan may be granted in any one or a combination
of:
(a) Non-qualified Stock Options; and
(b) Incentive Stock Options
as defined below in paragraphs 7 and 8 of the Plan.
5. Stock Subject to the Plan *
Subject to adjustment as provided in Section 13, the maximum
number of shares reserved for purchase pursuant to the exercise of
options granted under the Plan shall not exceed 27,500 of the
shares of Common Stock of the Company, par value $6 2/3 per share,
subject to adjustments pursuant to this Section 5. These shares of
Common Stock may be either authorized but unissued shares or
shares previously issued and reacquired by the Company. Shares
subject to any unexercised portion of a terminated, cancelled or
expired option granted hereunder, and pursuant to which a
participant never acquired benefits of ownership, including
payment of a stock dividend (but excluding voting rights), may
again be subjected to grants and awards under the Plan.
6. Eligibility
Officers and other employees of the Company shall be eligible to
receive Incentive Stock Options and Non-qualified Stock Options
under the Plan. Directors who are not employees or officers of the
Company shall not be eligible to receive Options under the Plan.
7. Non-qualified Stock Options
7.1 Grant of Non-qualified Stock Options.
The Committee may, from time to time, grant Non-qualified Stock
Options to eligible employees and, upon such terms and conditions
as the Committee may determine, grant Non-qualified options in
exchange for and upon surrender of previously granted Options
under this Plan. Non-qualified Stock Options granted under this
Plan are subject to the following terms and conditions.
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-qualified Stock
Option shall be determined by the Committee on the date the
option is granted. The purchase price shall not be less
than 100% of the Fair Market Value of the Company's Common
Stock on the Date of Grant and in no event below the par
value of the Common Stock on the Date of Grant. Shares may
be purchased only upon full payment of the purchase price.
Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Common Stock
of the Company at the Fair Market Value of such shares on
the date of surrender determined in the manner described in
Section 2(i).
(b) Terms of Options. The terms during which each
Non-qualified Stock Option may be exercised shall be
determined by the Committee, but in no event shall a
Non-qualified Stock Option be exercisable in whole or in
part more than 10 years from the Date of Grant. The
Committee shall determine the date on which each
Non-qualified Stock Option shall become exercisable and may
provide that a Non-qualified Stock Option shall become
exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any
time after such installment becomes purchasable. The
Committee may, in its sole discretion, accelerate the time
at which any Non-qualified Stock Option may be exercised in
whole or in part. Notwithstanding the above, in the event
of a Change in Control of the Company, all Non-statutory
Stock Options shall become immediately exercisable.
(c) Termination of Employment. Unless otherwise determined
by the Committee at the time a Non-qualified Stock Option
is granted, upon the termination of a Participant's service
for any reason other than Disability, Normal Retirement,
Change in Control, death or Termination for Cause, the
Participant's Non-statutory Stock Options shall be
exercisable only as to those shares which were immediately
purchasable by the Participant at the date of termination
and only for a period of three years following termination.
Notwithstanding any provision set forth herein or contained
in any Agreement relating to the award of a Non-qualified
Stock Option, in the event of Termination for Cause, all
rights under the Participant's Non-statutory Stock Options
shall expire upon termination. Unless otherwise determined
by the Committee at the time a Stock Option is granted, in
the event of the death, Disability, termination due to
Change in Control or Normal Retirement of any Participant,
all Non-statutory Stock Options held by the Participant,
whether or not exercisable at such time, shall be
exercisable by the Participant or his legal representatives
or successors in interest of the Participant for three
years or such longer period as determined by the Committee
following the date of the Participant's death, Normal
Retirement or cessation of employment due to Disability or
Change in Control, provided that in no event shall the
period extend beyond the expiration of the Non-statutory
Stock Option term.
8. Incentive Stock Options
8.1 Grant of Incentive Stock Options.
The Committee may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock
Option shall not be less than 100% of the Fair Market Value
of the Company's Common Stock on the Date of Grant and in
no event below the par value of the Common Stock on the
Date of Grant. However, if a Participant owns stock
possessing more than 10% of the total combined voting power
of all classes of Common Stock of the Company, the purchase
price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Options shall not be less
than 110% of the Fair Market Value of the Company's Common
Stock on the Date of Grant. Shares may be purchased only
upon payment of the full purchase price. Payment of the
purchase price may be made, in whole or in part, through
the surrender of shares of the Common Stock of the Company
at the Fair Market Value of such shares on the date of
surrender determined in the manner described in Section
2(i).
(b) Amounts of Options. Incentive Stock Options may be
granted to any eligible employee in such amounts as
determined by the Committee. The aggregate Fair Market
Value (determined as of the time the option is granted) of
the Common Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the
Participant during any calendar year (under all plans of
the Participant's employer corporation and its parent and
subsidiary corporations, if any) shall not exceed $100,000.
The provisions of this Section 8.1(b) shall be construed
and applied in accordance with Section 422(d) of the Code
and the regulations, if any, promulgated thereunder. To the
extent an award under this Section 8.1 exceeds this
$100,000 limit, the portion of the award in excess of such
limit shall be deemed a Non-qualified Option.
(c) Terms of Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the
Committee, but in no event shall an Incentive Stock Options
be exercisable in whole or in part more than 10 years from
the Date of Grant. If at the time an Incentive Stock is
granted to any employee, the employee owns Common Stock
representing more than 10% of the total combined voting
power of the Company (or, under Section 425(d) of the Code,
is deemed to own Common Stock representing more than 10% of
the total combined voting power of all such classes of
Common Stock, by reason of the ownership of such classes of
Common Stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of
such employee, or by or for any corporation, partnership,
estate or trust of which such employee is a shareholder,
partner or beneficiary), the Incentive Stock Option granted
to such employee shall not be exercisable after the
expiration of five years from the Date of Grant. No
Incentive Stock Option granted under the Plan is
transferable except by will or the laws of descent and
distribution and is exercisable in his lifetime only by the
employee to whom it is granted.
The Committee shall determine the date on which each
Incentive Stock Option shall become exercisable and may
provide that an Incentive Stock Option shall become
exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any
time after such installment becomes purchasable, provided
that the amount able to be first exercised in a given year
is consistent with the terms of Section 422 of the Code.
The Committee may, in its sole discretion, accelerate the
time at which any Incentive Stock Option may be exercised
in whole or in part. In the event of a Change in Control of
the Company, all Incentive Stock Options shall become
immediately exercisable.
(d) Termination of Employment. Upon the termination of a
Participant's service for any reason other than Disability,
Normal Retirement, Change in Control, death or Termination
for Cause, the Participant's Incentive Stock Options shall
be exercisable only as to those shares which were
immediately purchasable by the Participant at the date of
termination and only for a period of three months following
termination. In the event of Termination for Cause all
rights under the Participant's Incentive Stock Options
shall expire upon termination.
In the event of death or Disability of any employee, all
Incentive Stock Options held by such Participant, whether
or not exercisable at such time, shall be exercisable by
the Participant or the Participant's legal representatives
or beneficiaries for three years following the date of the
Participant's death or cessation of employment due to
Disability. Upon termination of the Participant's service
due to Normal Retirement, or a Change in Control, all
Incentive Stock Options held by such Participant, whether
or not exercisable at such time, shall be exercisable for a
period of three months following the date of Participant's
cessation of employment. In no event shall the exercise
period extend beyond the expiration of the Incentive Stock
Option term.
(e) Compliance with Code. The options granted under this
Section 8 of the Plan are intended to qualify as incentive
stock options within the meaning of Section 4212 of the
Code, but the Company makes no warranty as to the
qualifications of any option as an incentive stock options
within the meaning of Section 422 of the Code.
9. Surrender Option
In the event of a Participant's termination of employment as a
result of death, disability or Normal Retirement, the Participant
(or the Participant's legal representative or successor(s) in
interest) may, in a form acceptable to the Committee make
application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Company of an
amount equal to the difference between the Fair Market Value of
the Common Stock on the date of termination of employment and the
exercise price per share of the option on the Date of Grant.
Whether the Committee accepts such application or determines to
make payment, in whole or part, is within its absolute and sole
discretion, it being expressly understood that the Committee is
under no obligation to any Participant whatsoever to make such
payments. In the event that the Committee accepts such application
and the Company determines to make payment, such payment shall be
in lieu of the exercise of the underlying option and such option
shall cease to be exercisable.
10. Rights of a Shareholder: Nontransferablility
No Participant shall have any rights as a shareholder with respect
to any shares covered by a Non-qualified and/or Incentive Stock
Option until the date of issuance of a stock certificate for such
shares. Nothing in this Plan or in any Option granted confers on
any person any right to continue in the employ of the Company or
to continue to perform services for the Company or interferes in
any way with the right of the Company to terminate a Participant's
services as an officer or other employee at any time.
No Option under the Plan shall be transferable by the optionee
other than by will or the laws of descent and distribution and may
only be exercised during his lifetime by the optionee, or by a
guardian or legal representative.
11. Agreement with Grantees
Each grant of Options, will be evidenced by a written agreement,
executed by the Participant and the Company which describes the
conditions for receiving the Options including the date of Date of
Grant, the purchase price if any, applicable periods, and any
other terms and conditions as may be required by the Board of
Directors or applicable securities law.
12. Designation of Beneficiary
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Options
to which the Participant would then be entitled. Such designation
will be made upon forms supplied by and delivered to the Company
and may be revoked in writing. If a Participant fails effectively
to designate a beneficiary, then the Participant's estate will be
deemed to be the beneficiary.
13. Dilution and other Adjustments
In the event of any change in the outstanding shares of Common
Stock of the Company by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares without
receipt or payment of consideration by the Company, the Committee
will make such proportionate adjustments to previously granted
Options, to prevent dilution or enlargement of the rights of the
Participant, including any or all of the following:
(a) proportionate adjustments in the aggregate number of kind of
shares of Common Stock which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Options already granted under the
Plan;
(c) adjustments in the purchase price of outstanding Incentive
and/or Non-qualified Stock Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted
Options.
14. Tax Withholding
There shall be deducted from each distribution of cash and/or
Common Stock under the Plan the amount required by any
governmental authority to be withheld for income tax purposes.
15. Amendment of the Plan
The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect subject to obtaining any
shareholder approval required by applicable New Jersey and Federal
banking law ; provided further that if it has been determined to
continue to qualify the Plan under Rule 16b-3, shareholder
approval shall be required for any such modification or amendment
in order to qualify under 16B-3, including any modifications or
amendments which:
(a) increases the maximum number of shares for which options may
be granted under the Plan (subject, however, to the
provisions of Section 13 hereof);
(b) reduces the exercise price at which Options may be granted
(subject, however, to the provisions of Section 13 hereof):
(c) extends the period during which Options may be granted or
exercised beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to
subsections (a) through (d) of this Section by shareholders shall
be effective only as to the specific amendment or modification
requiring such ratification. Other provisions, sections, and
subsections of this Plan will remain in full force and effect.
No such termination, modification or amendment may affect the
rights of a Participant under an outstanding Options.
16. Effective Date of Plan
This Plan was approved by the Board of Directors on January 12,
1995 and, subject to first obtaining approval at the 1995 Annual
Meeting of the Shareholders of the Company by the affirmative vote
of at least 66 2/3% of the shares of Common Stock of the Company
entitled to vote at the 1995 Annual Meeting, will become effective
on the date it is accepted by the New Jersey Department of
Banking.
17. Termination of the Plan
The right to grant Options under the Plan will terminate upon the
earlier of ten (10) years after the Effective Date of the Plan or
the issuance of Common Stock or the exercise of Options equivalent
to the maximum number of shares reserved under the Plan as set
forth in Section 5. The Board of Directors has the right to
suspend or terminate the Plan at any time, provided that no such
action will, without the consent of a Participant, adversely
affect his rights under a previously granted Option.
18. Applicable Law
The Plan will be administered in accordance with the laws of the
State of New Jersey and applicable Federal law.
19. Compliance with Section 16
If this Plan is qualified under Rule 16b-3, with respect to
persons subject to Section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
To the extent any provisions of the Plan or action by the
Committee fail to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
<PAGE>
* At their meeting held on July 10, 1997 the Board unanimously approved the
following amendment to our 1995 Stock Option Plan.
5. Stock Subject to Plan
Shares subject to any unexercised portion of a terminated,
cancelled or expired option granted hereunder, and pursuant to which a
participant never acquired benefits of ownership, including payment of a
stock dividend (but excluding voting rights), may again be subjected to
grants and awards under the Plan.
Exhibit 99.2
The following plan was assumed by Peapack-Gladstone
Financial Corporation (the "Company ") in connection with the acquisition of
all of the issued and outstanding shares of Peapack-Gladstone Bank
pursuant to the Amended and Restated Plan of Acquisition
dated as of September 25, 1997 which was consummated on December 12, 1997.
PEAPACK-GLADSTONE BANK
1995 Stock Option Plan for Outside Directors
1. Purpose
The purpose of the Peapack-Gladstone Bank (the "Company") 1995 Stock
Option Plan for Outside Directors (the "Directors' Option Plan" or the
"Plan") is to promote the growth and profitability of the Company by
providing Outside Directors of the Company with an incentive to achieve
long-term objectives of the Company and to attract and retain
non-employee directors of outstanding competence by providing such
Outside Directors with an opportunity to acquire an equity interest in
the Company.
2. Grant of Options
(a) Each Outside Director (for purposes of this Directors' Option Plan,
the term "Outside Director" shall mean a member of the Board of
Directors of the Company not also serving as a employee of the Company)
will receive one grant of options to purchase shares of the common
stock of the Company ("Common Stock"), subject to adjustment as
provided in Section 4 hereof, under this Plan according to when the
recipient first becomes an Outside Director. Subject to Section 5,
below, shares will be granted according to the following schedule:
<TABLE>
<CAPTION>
<S> <C>
----------------------------------------------------------- --------------------
When Participant first becomes an Outside Director Number of Shares
Granted
----------------------------------------------------------- --------------------
----------------------------------------------------------- --------------------
At or prior to the 1995 Annual Shareholders meeting 1,250
----------------------------------------------------------- --------------------
----------------------------------------------------------- --------------------
After the 1995 Annual Shareholders meeting and at or 1,000
prior to the 1996 Annual Shareholders meeting
----------------------------------------------------------- --------------------
----------------------------------------------------------- --------------------
After the 1996 Annual Shareholders meeting and at or 750
prior to the 1997 Annual Shareholders meeting
----------------------------------------------------------- --------------------
----------------------------------------------------------- --------------------
After the 1997 Annual Shareholders meeting and at or 500
prior to the 1998 Annual Shareholders meeting
----------------------------------------------------------- --------------------
----------------------------------------------------------- --------------------
After the 1998 Annual Shareholders meeting and at or 250
prior to the 1999 Annual Shareholders meeting
----------------------------------------------------------- --------------------
</TABLE>
The purchase price per share of the Common Stock deliverable upon
exercise of such option shall equal the Fair Market Value of the Common
Stock on the date of the grant of this option as determined under
paragraph (e) of this Section 2 and in no event below the par value of
the Common Stock on the Date of Grant. These initial grants shall be
effective as of the effective date of the Directors' Option Plan as
defined in Section 5 hereof ("Effective Date").
<PAGE>
(b) If options for sufficient shares are not available under the
Directors' Option Plan to fulfill the grant of options under Section
2(a) to any Outside Director or Outside Director first elected
subsequent to the Effective Date of this Plan, and thereafter options
become available, such Outside Directors shall then receive options to
purchase an amount of shares of Common Stock, determined by dividing
pro rata among each Outside Director who has not received their full
allotment of shares, options for the number of shares then available
under the Outside Directors' Plan, not to exceed options for shares
with the values set forth in the preceding paragraph with respect to
such subsequent Outside Directors, subject to adjustment under Section
4 as appropriate. The date of grant shall be the date options for such
shares become available. The purchase price per share of the Common
Stock deliverable upon exercise of such options shall equal the Fair
Market Value of the Common Stock on the date the option is granted as
determined under paragraph (e) of this Section 2.
(d) Ineligibility. An option under the Directors' Option Plan shall not
be granted to any Outside Director who at any previous time was an
employee of the Company and in such capacity was eligible to receive
any options to purchase Common Stock.
(e) Fair Market Value. For purposes of the Directors' Option Plan, when
used in connection with Common Stock on a certain date, Fair Market
Value means the average of the high and low prices of known trades of
the Common Stock on the relevant date, or if the Common Stock was not
traded on such date, on the next preceding day on which the Common
Stock was traded thereon.
3. Terms and Conditions
(a) Option Agreement. Each option shall be evidenced by a written
option agreement between the Company and the recipient specifying the
number of shares of Common Stock that may be acquired through its
exercise and containing such other terms and conditions which are not
inconsistent with the terms of this grant.
(b) Vesting. Each option granted pursuant to Section 2(a), (b) or (c)
hereof shall become exercisable in five annual installments of twenty
percent (20%). The first installment of options granted pursuant to
Section 2(a) shall vest one year from the date of grant. The first
installment of options granted pursuant to Section 2(b) shall vest one
year from the date of their grant.
(c) Manner of Exercise. The option when exercisable may be exercised
from time to time in whole or in part, by delivering a written notice
of exercise to the President of the Company signed by the recipient.
Such notice is irrevocable and must be accompanied by full payment of
the exercise price (as determined in Section 2(a) or (b) hereof) in
cash or shares of previously acquired common stock of the Company at
the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2(e) above.
(d) Transferability. Each option granted hereby may be exercised only
by the recipient to whom it is issued, or in the event of the Outside
Director's death, his or her legal representative or successor in
interest pursuant to the terms of Section 3(e) hereof.
(e) Termination of Service. Upon the termination of a recipient's
service for any reason other than disability, Change in Control, death
or removal for cause, the participant's stock options shall be
exercisable only as to those shares which were immediately purchasable
by the recipient at the date of termination. In the event of death or
disability of any recipient, all stock options held by such recipient,
whether or not exercisable at such time, shall become immediately
exercisable by the recipient or the recipient's legal representatives
or beneficiaries. Upon termination of the recipient's service due to a
Change in Control, all stock options held by such recipient, whether or
not exercisable at such time, shall become immediately exercisable.
However, shares of Common Stock acquired through the exercise of
options granted under Section 2 may not be sold or otherwise disposed
of for a period of one year from the Date of Grant of the option. For
purposes of this plan the following terms are defined:
(i) "Change in Control" for purposes of this Plan, a "Change
in Control" of the Company shall mean an event of a nature
that; (1) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) who is not now presently but
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
the Company representing 25% or more of the Company's
outstanding securities except for any securities purchased by
any tax-qualified employee benefit plan of the Company; or (2)
individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, or whose nomination for
election by the Company's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (2), considered as
though he were a member of the Incumbent Board; or (3) filing
is made for regulator approval to implement a plan of
reorganization, merger, consolidation, sale of all or
substantially all the assets of the Company or similar
transaction occurs in which the Company is not the resulting
entity or such plan, merger, consolidation, sale or similar
transaction occurs; or (4) a proxy statement soliciting
proxies from shareholders of the Company, by someone other
than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one
or more corporations as a result of which the outstanding
shares of the class of securities then subject to the plan or
transaction are exchanged for or converted into cash or
property or securities not issued by the Company shall be
distributed; or (5) a tender offer is made for 25% or more of
the voting securities of the Company.
(ii) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an Outside
Director to perform the work customarily assigned to him.
Additionally, a medical doctor selected or approved by the
Board of Directors must advise the Board that it is either 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 recipient's lifetime.
(f) Termination of Option. Each option shall expire upon the earlier of
(i) one hundred and twenty (120) months following the date of grant, or
(ii) three (3) years following the date on which the Outside Director
ceases to serve in such capacity for any reason other than removal for
cause. If the Outside Director dies before fully exercising any portion
of an option then exercisable, such option may be exercised by such
Outside Director's beneficiary, personal representative(s), heir(s) or
devisee(s) at any time within the three (3) year period following his
or her death; provided, however, that in no event shall the option be
exercisable more than one hundred and twenty (120) months after the
date of its grant. If the Outside Director is removed for cause, all
options awarded to him shall expire upon such removal.
4. Common Stock Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and
unissued shares of Common Stock or authorized and issued shares of
Common Stock held by the Company as treasury stock. The number of
shares of Common Stock reserved for issuance under the Directors'
Option Plan shall not exceed 15,000 shares of the Common Stock of the
Company, par value $6 2/3 per share, subject to adjustments pursuant to
this Section 4. Any shares of Common Stock subject to an option which
for any reason either terminates unexercised or expires, shall again be
available for issuance under the Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock
of the Company by reason of any stock dividend or split,
recapitalization, reorganization, merger, consolidation, spin-off,
combination or any similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of
consideration by the Company, the number of shares of Common Stock
which may be issued under the Directors' Option Plan, the number of
shares of Common Stock to options granted under this Directors' Option
Plan and the option price of such options, shall be automatically and
proportionately adjusted to prevent dilution or enlargement of the
rights granted to recipient under the Directors' Option Plan.
5.5. Effective Date of the Plan; Shareholder Ratification
This Plan was approved by the Board of Directors on January 12, 1995
and, subject to first obtaining approval at the 1995 Annual Meeting of
Shareholders of the Company by the affirmative vote of at least 66 2/3%
of the shares of Common Stock of the Company entitled to vote at the
1995 Annual Meeting, when accepted by the New Jersey Department of
Banking.
6. Termination of the Plan
The right to grant options under the Directors' Option Plan will
terminate automatically upon the earlier of five years after the
Effective Date of the Plan or the issuance of 15,000 shares of Common
Stock (the maximum number of shares of Common Stock reserved for under
this Plan) subject to adjustment pursuant to Section 4 hereof.
7. Amendment of the Plan
The Directors' Option Plan may be amended from time to time by the
Board of Directors of the Company provided that Section 2 and 3 hereof
shall not be amended more than once every six months other than to
comport with the Internal Revenue Code of 1986, as amended, or the
Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder. Except as provided in Section 4 hereof, rights and
obligations under any option granted before an amendment shall not be
altered or impaired by such amendment without the written consent of
the optionee. If the Directors' Option Plan becomes qualified under 17
C.F.R. ss.240.16(b)-3 ("Rule 16(b)-3") of the rules and regulations
promulgated under the Securities Exchange Act of 1934 and an amendment
would require shareholder approval under such Rule 16(b)-3 to retain
the Plan's qualification and as may be required under applicable New
Jersey and federal banking law, then subject to the discretion of the
Board of Directors of the Company, such amendment shall be presented to
shareholders for ratification, provided, however, that the failure to
obtain shareholder ratification shall not affect the validity of this
Plan as so amended and the options granted thereunder.
8. Applicable Law
The Plan will be administered in accordance with the laws of the State
of New Jersey and applicable federal law.
9. Compliance with Section 16
If this Plan is qualified under Rule 16b-3 transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the Exchange Act. To the extent that any provision
of the Plan fails to so comply, such provision shall be deemed null and
void, to the extent permitted by law.
