As filed with the Securities and Exchange Commission on May 19, 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 of (I.R.S. Employer
incorporation of organization) Identification No.)
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
(Address, including zip code, of principal executive offices)
1998 STOCK OPTION PLAN
1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(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
(973) 966-6300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- --------------------- ------------------- ---------------------- ------------------------------
Title of Amount Proposed maximum Proposed Amount of registration
Securities to to be offering price aggregate fee
be registered registered (1) per unit (2) offering price (2)
- ---------------------------- --------------------- ------------------- ---------------------- ------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $52.50 $5,250,000 $1,549
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 1998 Stock Option Plan or the
1998 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 May 15, 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 Company's Quarterly Report on Form 10-Q filed with the
Commission on May 13, 1998.
3. 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.
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 8, 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 1998 Stock Option Plan.
99.2 1998 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 14th day of May, 1998.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
By: FRANK A. KISSEL
------------------------------------------------------
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 May 14, 1998
- ----------------------------
T. Leonard Hill
Treasurer and Senior Vice President (Principal
Accounting Officer)
ARTHUR F. BIRMINGHAM May 14, 1998
- ----------------------------
Arthur F. Birmingham
PAMELA HILL Director May 14, 1998
- ----------------------------
Pamela Hill
JOHN D. KISSEL Director May 14, 1998
- ----------------------------
John D. Kissel
JAMES R. LAMB Director May 14, 1998
- ----------------------------
James R. Lamb
GEORGE R. LAYTON Director May 14, 1998
- ----------------------------
George R. Layton
EDWARD A. MERTON Director May 14, 1998
- ----------------------------
Edward A. Merton
F. DUFFIELD MEYERCORD Director May 14, 1998
- ----------------------------
F. Duffield Meyercord
Director May ____, 1998
- ----------------------------
John R. Mulcahy
PHILIP W. SMITH Director May 14, 1998
- ----------------------------
Philip W. Smith
JACK D. STINE Director May 14, 1998
- ----------------------------
Jack D. Stine
WILLIAM TURNBULL Director May 14, 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 1998 Stock Option Plan
99.2 1998 Stock Option Plan for Outside Directors
<PAGE>
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
May 19, 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 100,000 shares of the Company's Common Stock, no par value (the "Securities")
to be offered pursuant to the Company's 1998 Stock Option Plan and 1998 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 incorporated 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 "Interests of
Named Experts and Counsel".
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
May 15, 1998
Exhibit 99.1
PEAPACK-GLADSTONE FINANCIAL CORPORATION
1998 Stock Option Plan
1. Purpose
The purpose of the Peapack-Gladstone Financial Corporation's (the
"Corporation") 1998 Stock Option Plan (the "Plan") is to advance
the interests of the Company and its shareholders by providing
those key employees of the Corporation, upon whose judgment,
initiative and efforts the successful conduct of the business of
the Corporation 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
Corporation.
2. Definitions
A. Board of Directors or Board: means the board of
directors of the Corporation.
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.
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 (i) "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
and (ii) "outside directors" within the meaning of
Section 162(m) of the Internal Revenue Code, subject
to any transition rules applicable to the definition
of outside director.
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 1998 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 approved by a majority of
the shareholders and ending on December 31, 1998, 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 awards to the proxy executives shall be
approved in writing by the Committee. 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;
(b) Incentive Stock Options; and
as defined below in paragraphs 7 and 8 of the Plan.
5. Stock Subject to the Plan
Subject to adjustment as provided in Section 14, the maximum
number of shares reserved for purchase pursuant to the exercise
of options granted under the Plan shall not exceed 65,000 of the
shares of Common Stock of the Company, no par value 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. No more
than 6,500 shares may be granted to any one individual under this
Plan in any one year, subject to adjustment as provided in
Section 14. Shares subject to any unexercised portion of a
terminated, canceled 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 grant 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 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-qualified
Stock Options shall become immediately exercisable.
(c) Termination of Employment. Unless otherwise determined
by the Committee at the time a 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-qualified 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 Stock Option, in
the event of Termination for Cause, all rights under
the Participant's Non-qualified 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-qualified 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-qualified
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.
<PAGE>
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. Rights of a Shareholder: Transferability.
No Option under the Plan shall be transferable or assignable, or
payable to or exercisable by, anyone other than the Participant
to whom it was granted, except (i) by will or by the laws of
descent and distribution, (ii) as a result of the disability of a
Participant or (iii) that the Committee (in the form of an Option
Agreement or otherwise) may permit transfers of Options by gift
or otherwise to a member of a Participant's immediate family
and/or trusts whose beneficiaries are members of the
Participant's immediate family, or to such other persons or
entities as may be approved by the Committee. Notwithstanding the
foregoing, in no event shall Incentive Stock Options be
transferable or assignable other than by will or by the laws of
descent and distribution.
12. 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 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.
13. 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.
14. 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.
15. 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.
16. 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 is required 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 Option.
17. Effective Date of Plan
This Plan was approved by the Board of Directors on February 12,
1998 and, subject to first obtaining approval at the 1998 Annual
Meeting of the Shareholders of the Company by the affirmative
vote of a majority of the shares of Common Stock of the Company
entitled to vote at the 1998 Annual Meeting.
18. 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.
19. Applicable Law
The Plan will be administered in accordance with the laws of the
State of New Jersey and applicable Federal law.
<PAGE>
20. 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.
Exhibit 99.2
PEAPACK-GLADSTONE FINANCIAL CORPORATION
1998 Stock Option Plan for Outside Directors
1. Purpose
The purpose of the Peapack-Gladstone Corporation (the "Company")
1998 Stock Option Plan for Outside Directors (the "Directors'
Option Plan" or the "Plan") is to promote the growth and
profitability of the Corporation by providing Outside Directors
of the Company with an incentive to achieve long-term objectives
of the Corporation 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 full-time
employee of the Company) will receive one grant of 2,500 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:
When Participant first becomes an Outside Director Number of Shares Granted
- -------------------------------------------------- ------------------------
At or prior to the 1998 Annual Shareholders
Meeting. 2,500
After the 1998 Annual Shareholders meeting and at
or prior to the 1999 Annual Shareholders meeting. 2,000
After the 1999 Annual Shareholders meeting and at
or prior to the 2000 Annual Shareholders meeting. 1,500
After the 2000 Annual Shareholders meeting and at
or prior to the 2001 Annual Shareholders meeting. 1,000
After the 2001 Annual Shareholders meeting and at
or prior to the 2002 Annual Shareholders meeting. 500
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"). (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(s) 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 35,000 shares
of the Common Stock of the Company, no par value 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. Effective Date of the Plan; Shareholder Ratification
This Plan was approved by the Board of Directors on February 12,
1998 and is subject to first obtaining approval at the 1998
Annual Meeting of Shareholders of the Company by a majority of
the shares of Common Stock of the Company entitled to vote at the
1998 Annual Meeting.
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 35,000 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. A majority of the outstanding shares of the
Common Stock reason; provided, however, no such termination
shall, without the consent of the affected recipient, affect such
recipient's rights under a previously granted option.
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.
