SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 31, 2000
Date of Report (Date of earliest event reported)
ROEBLING FINANCIAL CORP, INC.
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(Exact name of Registrant as specified in its Charter)
United States (Applied for)
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification
Number)
Route 103 South and Delaware Avenue, Roebling, New Jersey 08554
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 499-0355
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Not Applicable
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(Former name or former address, if changed since last Report)
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ROEBLING FINANCIAL CORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On January 31, 2000, Roebling Bank, a federally chartered savings bank
("Bank"), completed its stock holding company reorganization, whereby the Bank
became the wholly owned subsidiary of Roebling Financial Corp, Inc., a federally
chartered stock holding company ("Roebling Financial"). Roebling Financial is
majority owned by Roebling Financial Corp., MHC, a federal mutual holding
company.
Pursuant to an Agreement and Plan of Reorganization dated November 4,
1998, each share of Bank common stock, by operation of law, became one share of
common stock of Roebling Financial Corp, Inc.
Registrar and Transfer Company, Cranford, New Jersey is Reobling
Financial's transfer agent.
The common stock of the Company has been registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and its common stock succeeded the Bank's common stock on the
OTC Bulletin Board and trade under the symbol "ROEB."
The Bank previously filed Exchange Act reports with the office of
Thrift Supervision, Business Transactions Division, 1700 G Street, N.W.,
Washington, D.C. 20052.
A copy of a press release issued January 31, 2000 by the Registrant is
attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
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(c) Exhibits.
2.1 Agreement and Plan of Reorganization
3.1 Federal Stock Charter
3.2 Bylaws
4.0 Form of Stock Certificate
10.1 Stock Option Plan
10.2 Restricted Stock Plan
99.0 Press Release dated January 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROEBLING FINANCIAL CORP, INC.
Date: January 31, 2000 By: /s/Kent C. Lufkin
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Kent C. Lufkin
President
EXHIBIT 2.1
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ROEBLING BANK
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 4,
1998, by and among ROEBLING BANK, a federally chartered stock savings bank (the
"Bank"); Roebling Financial Corp, Inc., a to-be-formed federal corporation (the
"Holding Company"); and RFC INTERIM BANK, a to-be-formed interim stock savings
institution ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the corporate structure of the Bank will be reorganized
into the stock holding company form of ownership (the "Reorganization"). The
result of the Reorganization will be that, immediately after the Effective Date
(as defined herein), all of the issued and outstanding shares of Common Stock of
the Bank will be held by the Holding Company and the holders of the issued and
outstanding shares of Common Stock of the Bank (i.e., the mutual holding
company, Roebling Financial Corp., M.H.C., and the minority public stockholders)
will become the holders of the issued and outstanding shares of Common Stock of
the Holding Company.
The Reorganization of the Bank will be accomplished by the following
steps: (1) the formation by the Bank of the Holding Company as a wholly-owned
subsidiary of the Bank, incorporated under the laws of the United States for the
primary purpose of becoming the sole stockholder of a newly-formed interim stock
savings institution, and subsequently becoming the sole stockholder of the
Common Stock of the Bank, which formation will include the issuance of up to
10,000 shares of the Holding Company Common Stock to the Bank for a price of
$15.00 per share ($150,000) for the purpose of initially capitalizing the
Holding Company; (2) the formation of an interim federally chartered savings
institution, "Interim," which will be wholly-owned by the Holding Company; and
(3) the merger of Interim into the Bank (the "Merger"), with the Bank as the
surviving entity. Pursuant to such Merger: (i) all of the issued and outstanding
shares of Common Stock of the Holding Company held by the Bank will be canceled;
(ii) each issued and outstanding shares of Common Stock of the Bank will
automatically be converted by operation of law into one share of Common Stock of
the Holding Company; (iii) all of the issued and outstanding shares of Common
Stock of Interim will automatically be converted by operation of law into an
equal number of issued and outstanding shares of Common Stock of the Bank, which
will be all of the issued and outstanding stock of the Bank.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization (the "Agreement"), and in consideration of the mutual covenants
herein set forth, the parties agree as follows:
ARTICLE I
MERGER OF INTERIM INTO THE BANK
AND RELATED MATTERS
2 On the Effective Date, Interim will be merged with and into the Bank and
the separate existence of Interim shall cease, and all assets and property
(real, personal and mixed, tangible and intangible, chooses in action,
rights and credits) then owned by Interim, or which would inure to it,
shall immediately and automatically, by operation of law and without any
conveyance, transfer,
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or further action, become the property of the Bank. The Bank shall be
deemed to be a continuation of Interim, and the Bank shall succeed to the
rights and obligations of Interim.
2.1 Following the Merger, the existence of the Bank shall continue unaffected
and unimpaired by the Merger, with all the rights, privileges, immunities
and powers, and subject to all of the duties and liabilities, of a
corporation organized under the laws of the United States. The Charter and
Bylaws of the Bank, as presently in effect, shall continue in full force
and effect and shall not be changed in any manner whatsoever by the Merger.
2.2 From and after the Effective Date, and subject to the actions of the Board
of Directors of the Bank, the business presently conducted by the Bank
(whether directly or through its subsidiaries) will continue to be
conducted by it, as a wholly-owned subsidiary of the Holding Company, and
the present directors and officers of the Bank will continue in their
present positions. The home office and branch offices of the Bank in
existence immediately prior to the Effective Date shall continue to be the
home office and branch offices of the Bank from and after the Effective
Date.
1.4 The Reorganization will have no effect on the corporate structure of the
Mutual Holding Company, Roebling Financial Corp, M.H.C., which will
continue to operate under its current charter and bylaws, and the present
directors and officers of the Mutual Holding Company will continue in their
present positions.
ARTICLE II
CONVERSION OF STOCK
3 The terms and conditions of the Merger, the mode of carrying the same into
effect, and the manner and basis of converting the Common Stock of the
parties to this Agreement shall be as follows:
A. On the Effective Date, all shares of Common Stock of the Holding
Company held by the Bank shall be canceled and shall no longer be
deemed to be issued or outstanding for any purpose.
B. On the Effective Date, shares of Common Stock, $.10 par value, of the
Bank ("Bank Common Stock') each issued and outstanding immediately
prior to the Effective Date shall automatically by operation of law be
converted into and shall become one share of Common Stock, $.10 par
value, of the Holding Company ("Holding Company Common Stock"), with
the rights, privileges, preferences and voting power incident to each
share of Bank Common Stock prior to such Effective Date. Each person
who, but for the provisions of this Section 2.1B., would be entitled
to a fractional share interest in the Holding Company Common Stock as
a result of the Reorganization, upon surrender of certificates
theretofore representing shares of Holding Company Common Stock, shall
receive in lieu thereof an amount in cash equal to such fraction
multiplied by the average of the bid and ask price of the Bank Common
Stock on the last full trading day of the Bank Common Stock prior to
the Effective Date. Each share of Common Stock of Interim issued and
outstanding immediately prior to the Effective Date shall, on the
Effective Date, automatically by operation of law be converted into
and become one share of Common
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Stock, $.10 par value, of the Bank and shall not be further converted
into shares of the Holding Company Common Stock, so that from and
after the Effective Date, all of the issued and outstanding shares of
Common Stock of the Bank shall be held by the Holding Company.
C. As soon as practicable after the Effective Date, the certificates
representing the outstanding Bank Common Stock shall be surrendered to
the Bank or the designated agent of the Bank ("Exchange Agent") and,
upon such surrender, the Exchange Agent shall issue and deliver in
substitution therefore, cash and certificates representing the number
of shares of Holding Company Common Stock into which such surrendered
shares have been converted as hereinbefore provided, and cash in lieu
of fractional shares (without interest). Certificates representing
Bank Common Stock which are not surrendered shall be deemed for all
purposes to evidence the ownership of the number of shares of Holding
Company Common Stock into which said shares of the Bank shall have
been converted as hereinbefore set forth and the right to receive cash
in the amount determined pursuant to Section 2.1B.; provided, however,
that Holding Company will not distribute to the holder of an
unsurrendered certificate for Bank Common Stock dividends declared
with respect to Holding Company Common Stock until such owner shall
surrender such certificate, at which time the holder thereof shall be
paid the amount of the dividends having a record date on or after the
Effective Date theretofore declared with respect to Holding Company
Common Stock without interest. All such dividends unclaimed at the end
of one year from the Effective Date shall be repaid by the Exchange
Agent to Holding Company, and thereafter the holders of such
outstanding certificates shall look, subject to applicable escheat,
unclaimed funds and other laws, as general creditors only to Holding
Company for payment thereof.
D. All shares of Holding Company Common Stock into which shares of Bank
Common Stock shall have been converted pursuant to this Article shall
be deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares.
E. On the Effective Date, the holders of certificates formerly
representing Bank Common Stock outstanding on the Effective Date shall
cease to have any rights with respect to Bank Common Stock, and their
sole rights shall be with respect to the Holding Company Common Stock
into which their shares of Bank Common Stock shall have been converted
by the Merger.
ARTICLE III
CONDITIONS
3.1 The obligations of the Bank, the Holding Company and Interim to effect the
Merger and otherwise consummate the transactions which are the subject
matter hereof shall be subject to satisfaction of the following conditions:
A. To the extent required by applicable law, rules, and regulations, the
holders of the outstanding shares of Bank Common Stock shall, at a
meeting of the stockholders of the
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Bank duly called, have approved this Agreement by the affirmative vote
of two-thirds of the outstanding shares of Bank Common Stock.
B. The shares of Holding Company Common Stock to be issued to the Bank
stockholders pursuant to the Merger shall have been, if required by
law, duly registered pursuant to the Securities Act of 1933, as
amended, and the Bank shall have complied with all applicable state
securities or "blue sky" laws relating to the issuance of the Holding
Company Common Stock.
C. Any and all approvals from the Office of Thrift Supervision (the
"OTS"), the Federal Deposit Insurance Corporation, the Securities and
Exchange Commission and any other governmental agency having
jurisdiction necessary for the lawful consummation of the Merger and
the issuance and delivery of the Holding Company Common Stock as
contemplated by this Agreement shall have been obtained.
D. The Bank shall have received either (i) a ruling from the Internal
Revenue Service or (ii) an opinion from its legal counsel, to the
effect that the Reorganization will be treated as a non-taxable
transaction under applicable provisions of the Internal Revenue Code
and that no gain or loss will be recognized by the stockholders of the
Bank upon the exchange of Bank Stock held by them for Holding Company
Stock.
ARTICLE IV
EFFECTIVE DATE OF MERGER
Upon satisfaction or waiver (in accordance with the provisions of this
Agreement) of each of the conditions set forth herein, the parties hereto shall
execute and cause to be filed Articles of Combination, and/or such certificates
or further documents as shall be required by the OTS, the Office of the
Secretary of the OTS, and with such other federal or state regulatory agencies
as may be required. Upon approval by the OTS, and endorsement of such
certificates, the Merger and other transactions contemplated by this Agreement
shall become effective. The Effective Date for all purposes hereunder shall be
the date of such endorsement.
ARTICLE V
AMENDMENT AND TERMINATION
5.1 The Bank, the Holding Company and Interim, by mutual consent of their
respective Boards of Directors or Incorporators, as the case may be, to the
extent permitted by law, may amend, modify, supplement and interpret this
Agreement in such manner as may be mutually agreed upon by them at any time
before or after the approval and adoption thereof by the stockholders of
the Bank; provided, however, that no such amendment, modification,
supplement or interpretation shall have a materially adverse impact on the
Bank or its stockholders except with the approval of the stockholders of
the Bank.
5.2 This Agreement may be terminated at the election of any of the parties
hereto if any one or more of the conditions to the obligations of any of
them hereunder shall have been satisfied and become
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incapable of fulfillment and shall have not been waived. This Agreement may
also be terminated at any time prior to the Effective Date by the mutual
consent of the respective Boards of Directors of the parties.
5.3 In the event of the termination of this Agreement pursuant to any of the
foregoing provisions, no party shall have any further liability or
obligation of any nature to any other party under this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Any of the terms or conditions of this Agreement (other than the necessary
approvals of stockholders and government authorities) may be waived at any
time by any party hereto which is entitled to the benefit thereof, by
action taken by its Board of Directors; provided, however, that such action
shall be taken only if, in the judgment of the Board of Directors taking
the action, such waiver will not have a materially adverse effect on the
benefits intended under this Agreement to be afforded to the stockholders
of the Bank.
6.2 ThisAgreement embodies the entire agreement among the parties and there
have been and are no agreements, representations or warranties among the
parties other than those set forth or provided for herein.
6.3 Any number of counterparts hereof may be executed and each such counterpart
shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one instrument.
6.4 Any notice or waiver to be given to any party shall be in writing and shall
be deemed to have been duly given if delivered, mailed, or sent by prepaid
telegram, addressed to such party at Route 130 and Delaware Avenue,
Roebling, New Jersey 08554.
6.5 The captions contained in this Agreement are solely for convenient
reference and shall not be deemed to affect the meaning or interpretation
of any paragraph hereof.
6.6 The Bank will pay all fees and expenses incurred in connection with the
transactions contemplated by this Agreement. After the Reorganization, the
Holding Company will incur certain expenses that arise from its creation
for the purpose of serving as, and continued existence as, the holding
company of the Bank, such as the costs associated with the filing of
reports with the OTS, holding of directors and stockholders meetings and
maintaining relations with and providing reports to stockholders. The Bank
agrees that it will reimburse the Holding Company for such ordinary and
usual expenses when and as payable by the Holding Company.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Reorganization as of the date first above written.
ROEBLING BANK
BY: /s/ Kent C. Lufkin
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Kent C. Lufkin, President
ATTEST: /s/ Joan K. Geary
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Joan K. Geary, Corporate Secretary
ROEBLING FINANCIAL CORP, INC. (In Formation)
BY: /s/ Kent C. Lufkin
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Kent C. Lufkin, President
ATTEST: /s/ Joan K. Geary
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Joan K. Geary, Corporate Secretary
RFC INTERIM BANK (In formation)
BY: /s/ Kent C. Lufkin
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Kent C. Lufkin, President
ATTEST: /s/ Joan K. Geary
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Joan K. Geary, Corporate Secretary
EXHIBIT 3.1
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ROEBLING FINANCIAL CORP, INC.
FEDERAL STOCK CHARTER
Section 1. Corporate title. The full corporate title of the MHC
subsidiary holding company is Roebling Financial Corp, Inc. ("MHC subsidiary
holding company").
Section 2. Office. The domicile of the MHC subsidiary holding company
shall be in the city of Roebling, in the State of New Jersey.
Section 3. Duration. The duration of the MHC subsidiary holding company
is perpetual.
Section 4. Purpose and powers. The purpose of the MHC subsidiary
holding company is to pursue any or all of the lawful objectives of a Federal
mutual holding company chartered under Section 10(o) of the Home Owners' Loan
Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and
incidental powers conferred thereby and by all acts amendatory thereof and
supplemental thereto, subject to the Constitution and laws of the United States
as they are now in effect, or as they may hereafter be amended, and subject to
all lawful and applicable rules, regulations, and orders of the Office of Thrift
Supervision ("Office").
Section 5. Capital stock. The total number of shares of all classes of
capital stock that the MHC has the authority to issue is 5,000,000, of which
4,000,000 shall be common stock of par value of $0.10 per share and of which
1,000,000 shall be preferred stock, no par value. The shares may be issued from
time to time as authorized by the board of directors without further approval of
its shareholders, except as otherwise provided in this section 5 or to the
extent that such approval is required by governing law, rule, or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par or stated value. Neither promissory
notes nor future services shall constitute payment or part payment for the
issuance of shares of the MHC subsidiary holding company. The consideration for
the shares shall be cash, tangible or intangible property (to the extent direct
investment in such property would be permitted to the MHC subsidiary holding
company), labor, or services actually performed for the MHC subsidiary holding
company, or any combination of the foregoing. In the absence of actual fraud in
the transaction, the value of such property, labor, or services, as determined
by the board of directors of the MHC subsidiary holding company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, that part of
the retained earnings of the MHC subsidiary holding company that is transferred
to common stock or paid-in capital accounts upon the issuance of shares as a
stock dividend shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the MHC
subsidiary holding company, no shares of capital stock (including shares
issuable upon conversion, exchange, or exercise of other securities) shall be
issued, directly or indirectly, to officers, directors, or controlling persons
of the MHC subsidiary holding company other than as part of a general public
offering or as qualifying shares to a director, unless their issuance or the
plan under which they would be issued has been approved by a majority of the
total votes eligible to be cast at a legal meeting.
The holders of common stock shall exclusively possess all voting power.
Each holder of shares of common stock shall be entitled to one vote for each
share held by such holder. Subject to any provision for a liquidation account,
in the event of any liquidation, dissolution, or winding up of the MHC
subsidiary holding company, the holders of the common stock shall be entitled,
after payment or provision for
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payment of all debts and liabilities of the MHC subsidiary holding company, to
receive the remaining assets of the MHC subsidiary holding company available for
distribution, in cash or in kind. Each share of common stock shall have the same
relative rights as and be identical in all respects with all the other shares of
common stock.
A description of the different classes and series (if any) of the MHC
subsidiary holding company's capital stock and a statement of the designations,
and the relative rights, preferences, and limitations of the shares of each
class of and series (if any) of capital stock are as follows:
A. Common stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to payment of dividends, the full amount of
dividends and of sinking fund, retirement fund, or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock and on any class or series
of stock entitled to participate therewith as to dividends out of any assets
legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the MHC
subsidiary holding company, the holders of the common stock (and the holders of
any class or series of stock entitled to participate with the common stock in
the distribution of assets) shall be entitled to receive, in cash or in kind,
the assets of the MHC subsidiary holding company available for distribution
remaining after: (i) Payment or provision for payment of the MHC subsidiary
holding company debts and liabilities; (ii) distributions or provision for
distributions in settlement of its liquidation account; and (iii) distributions
or provisions for distributions to holders of any class or series of stock
having preference over the common stock in the liquidation, dissolution, or
winding up of the MHC subsidiary holding company. Each share of common stock
shall have the same relative rights as and be identical in all respects with all
the other shares of common stock.
B. Preferred stock. The MHC subsidiary holding company may provide in
supplementary sections to its charter for one or more classes of preferred
stock, which shall be separately identified. The shares of any class may be
divided into and issued in series, with each series separately designated so as
to distinguish the shares thereof from the shares of all other series and
classes. The terms of each series shall be set forth in a supplementary section
to the charter. All shares of the same class shall be identical, except as to
the following relative rights and preferences, as to which there may be
variations between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and,
if so, from which date(s), the payment date(s) for dividends, and
the participating or other special rights, if any, with respect
to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
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(d) Whether the shares of such series shall be redeemable and, if
so, the price(s) at which, and the terms and conditions on
which such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution, or
winding up of the MHC subsidiary holding company;
(f) Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the
amount of such fund and the manner of its application,
including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into,
or exchangeable for, shares of any other class or classes of
stock of the MHC subsidiary holding company and, if so, the
conversion price(s) or the rate(s) of exchange, and the
adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of
such conversion or exchange;
(h) The price or other consideration for which the shares of
such series shall be issued; and
(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued
shares of serial preferred stock and whether such shares may
be reissued as shares of the same or any other series of
serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The board of directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the MHC
subsidiary holding company shall file with the Secretary to the Office a dated
copy of that supplementary section of this charter establishing and designating
the series and fixing and determining the relative rights and preferences
thereof.
Section 6. Preemptive rights. Holders of the capital stock of the MHC
subsidiary holding company shall not be entitled to preemptive rights with
respect to any shares of the MHC subsidiary holding company which may be issued.
Section 7. Directors. The MHC subsidiary holding company shall be under
the direction of a board of directors. The authorized number of directors, as
stated in the MHC subsidiary holding company's bylaws, shall not be fewer than
five nor more than fifteen except when a greater or lesser number is approved by
the Director of the Office, or his or her delegate.
Section 8. Certain provisions applicable for five years.
Notwithstanding anything contained
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in the MHC subsidiary holding company's charter or bylaws to the contrary, for a
period of five years from the date of completion of the conversion of the
savings bank from the mutual to stock form, the following provisions shall
apply:
A. Beneficial ownership limitation. No person, except for the mutual
holding company, Roebling Financial Corp., M.H.C., shall directly or indirectly
offer to acquire or acquire the beneficial ownership of more than 10 percent of
any class of an equity security of the MHC mutual holding company. This
limitation shall not apply to a transaction in which the MHC mutual holding
company forms a holding company without a change in the respective beneficial
ownership interests of its stockholders other than pursuant to the exercise of
any dissenter and appraisal rights, the purchase of shares by underwriters in
connection with a public offering, or the purchase of shares by a tax-qualified
employee stock benefit plan which is exempt from the approval requirements under
Section 574.3(c)(1)(vi) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and shall not be counted as shares entitled to vote and shall
not be voted by any person or counted as voting shares in connection with any
matters submitted to the stockholders for a vote.
For purposes of this Section 8, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint stock company, a
trust, an unincorporated organization or similar company, a syndicate or any
other group formed for the purpose of acquiring, holding or disposing of the
equity securities of the MHC mutual holding company.
(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangements,
whether written or otherwise.
B. Call for special meetings. Special meetings of stockholders relating
to changes in control of the MHC mutual holding company or amendments to its
charter shall be called only upon direction of the board of directors.
Section 9. Amendment of charter. Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be made,
unless such is proposed by the board of directors of the MHC subsidiary holding
company, approved by the shareholders by a majority of the votes eligible to be
cast at a legal meeting, unless a higher vote is otherwise required, and
approved or preapproved by the Office.
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EXHIBIT 3.2
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ROEBLING FINANCIAL CORP, INC.
BYLAWS
ARTICLE I - HOME OFFICE
The home office of Roebling Financial Corp, Inc. (the "MHC subsidiary
holding company") shall be at Route 130 and Delaware Avenue, Roebling, Florence
Township, the County of Burlington and the State of New Jersey.
ARTICLE II - SHAREHOLDERS
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the MHC subsidiary holding
company or at such other convenient place as the board of directors may
determine.
Section 2. Annual Meeting. A meeting of the shareholders of the MHC
subsidiary holding company for the election of directors and for the transaction
of any other business of the MHC subsidiary holding company shall be held
annually within 150 days after the end of the MHC subsidiary holding company's
fiscal year at such date and time within such 150-day period as the board of
directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office"), may be called at any time by the
chairman of the board, the president, or a majority of the board of directors,
and shall be called by the chairman of the board, the president or the secretary
upon the written request of the holders of not less than one-tenth of all the
outstanding capital stock of the MHC subsidiary holding company entitled to vote
at the meeting. Such written request shall state the purpose or purposes of the
meeting and shall be delivered at the home office of the MHC subsidiary holding
company addressed to the chairman of the board, the president or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary, or the directors calling the meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the mail, addressed to
the shareholder at the address as it appears on the stock transfer books or
records of the MHC subsidiary holding company as of the record date prescribed
in section 6 of this article II with postage prepaid. When any shareholders'
meeting, either annual or special, is adjourned for 30 days or more, notice of
the adjourned meeting shall be given as in the case of an original meeting. It
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
<PAGE>
Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the MHC subsidiary holding company shall make a complete list of the
shareholders of record entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address and the number of
shares held by each. This list of shareholders shall be kept on file at the home
office of the MHC subsidiary holding company and shall be subject to inspection
by any shareholder of record or the shareholder's agent at any time during usual
business hours for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection by any shareholder of record or the shareholder's
agent during the entire time of the meeting. The original stock transfer book
shall constitute prima facie evidence of the shareholders entitled to examine
such list or transfer books or to vote at any meeting of shareholders. In lieu
of making the shareholder list available for inspection by shareholders as
provided in the preceding paragraph, the board of directors may elect to follow
the procedures prescribed in ss.552.6(d) of the Office's Regulations as now or
hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the MHC
subsidiary holding company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a majority
of the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies may be given telephonically or electronically as long
as the holder uses a procedure for verifying the identity of the shareholder.
Proxies solicited on behalf of the management shall be voted as directed by the
shareholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid more than eleven months from the
date of its execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the MHC subsidiary holding company to the contrary, at any meeting
of the shareholders of the MHC subsidiary holding company any
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one or more of such shareholders may cast, in person or by proxy, all votes to
which such ownership is entitled. In the event an attempt is made to cast
conflicting votes, in person or by proxy, by the several persons in whose names
shares of stock stand, the vote or votes to which those persons are entitled
shall be cast as directed by a majority of those holding such and present in
person or by proxy at such meeting, but no votes shall be cast for such stock if
a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may be voted by the
MHC subsidiary holding company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer into his or her name if authority to do so is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the MHC subsidiary
holding company nor shares held by another corporation, if a majority of the
shares entitled to vote for the election of directors of such other corporation
are held by the MHC subsidiary holding company, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time
for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders shall not be entitled to
cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection
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with the rights to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors shall act as a
nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the MHC subsidiary holding company. No
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by shareholders are
made in writing and delivered to the secretary of the MHC subsidiary holding
company at least five days prior to the date of the annual meeting. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the MHC subsidiary holding company. Ballots bearing the names of all persons
nominated by the nominating committee and by shareholders shall be provided for
use at the annual meeting. However, if the nominating committee shall fail or
refuse to act at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any shareholder entitled to vote
and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the MHC
subsidiary holding company at least 5 days before the date of the annual
meeting, and all business so stated, proposed, and filed shall be considered at
the annual meeting, but no other proposal shall be acted upon at the annual
meeting. Any shareholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless stated in writing and filed
with the secretary at least 5 days before the meeting, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
shareholders taking place 30 days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
reports of officers, directors and committees; but in connection with such
reports, no new business shall be acted upon at such annual meeting unless
stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be
taken at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III - BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the MHC
subsidiary holding company shall be under the direction of its board of
directors. The board of directors shall annually elect a chairman of the board
and a president from among its members and shall designate, when present, either
the chairman of the board or the president to preside at its meetings.
Section 2. Number and Term. The board of directors shall consist of six
members, and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified. One class shall be elected
by ballot annually.
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Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw following the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting by means of a conference telephone or similar communications device
through which all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for all
purposes.
Section 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the MHC
subsidiary holding company unless the MHC subsidiary holding company is a wholly
owned subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairman of the board, the president
or one-third of the directors. The persons authorized to call special meetings
of the board of directors may fix any place, within the MHC subsidiary holding
company's normal lending territory, as the place for holding any special meeting
of the board of directors called by such persons.
Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given
to each director at least 24 hours prior thereto when delivered personally or by
telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by telegram
or when the MHC subsidiary holding company receives notice of delivery if
electronically transmitted. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
section 2 of this article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by section 6 of this article III.
Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the Office
or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
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Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the MHC subsidiary
holding company addressed to the chairman of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the president. More than three consecutive absences
from regular meetings of the board of directors, unless excused by resolution of
the board of directors, shall automatically constitute a resignation, effective
when such resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for attendance at committee meetings as the board of directors may
determine.
Section 13. Presumption of Assent. A director of the MHC subsidiary
holding company who is present at a meeting of the board of directors at which
action on any MHC subsidiary holding company matter is taken shall be presumed
to have assented to the action taken unless his or her dissent or abstention
shall be entered in the minutes of the meeting or unless he or she shall file a
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the MHC subsidiary holding company within
five days after the date a copy of the minutes of the meeting is received. Such
right to dissent shall not apply to a director who voted in favor of such
action.
Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the Charter or supplemental sections
thereto, the provisions of this section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the
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executive committee shall not have the authority of the board of directors with
reference to: the declaration of dividends; the amendment of the charter or
bylaws of the MHC subsidiary holding company, or recommending to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease or
other disposition of all or substantially all of the property and assets of the
MHC subsidiary holding company otherwise than in the usual and regular course of
its business; a voluntary dissolution of the MHC subsidiary holding company; a
revocation of any of the foregoing; or the approval of a transaction in which
any member of the executive committee, directly or indirectly, has any material
beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
Section 4. Meetings. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the MHC subsidiary holding company.
Unless otherwise specified, such resignation shall take effect upon its receipt;
the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committees composed of directors as they may
determine to be necessary or appropriate for
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the conduct of the business of the MHC subsidiary holding company and may
prescribe the duties, constitution and procedures thereof.
ARTICLE V - OFFICERS
Section 1. Positions. The officers of the MHC subsidiary holding
company shall be a president, one or more vice presidents, a secretary and a
treasurer or comptroller, each of whom shall be elected by the board of
directors. The board of directors may also designate the chairman of the board
as an officer. The offices of the secretary and treasurer or comptroller may be
held by the same person and a vice president may also be either the secretary or
the treasurer or comptroller. The board of directors may designate one or more
vice presidents as executive vice president or senior vice president. The board
of directors may also elect or authorize the appointment of such other officers
as the business of the MHC subsidiary holding company may require. The officers
shall have such authority and perform such duties as the board of directors may
from time to time authorize or determine. In the absence of action by the board
of directors, the officers shall have such powers and duties as generally
pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the MHC
subsidiary holding company shall be elected annually at the first meeting of the
board of directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until a successor
has been duly elected and qualified or until the officer's death, resignation or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee or agent shall not of itself create contractual rights. The
board of directors may authorize the MHC subsidiary holding company to enter
into an employment contract with any officer in accordance with regulations of
the Office; but no such contract shall impair the right of the board of
directors to remove any officer at any time in accordance with section 3 of this
article V.
Section 3. Removal. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the MHC subsidiary
holding company will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contractual rights, if any, of the person so
removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the board of directors.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. To the extent permitted by regulations of the
Office, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee, or agent of the MHC subsidiary holding company to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the MHC subsidiary holding company. Such authority may be general or confined to
specific instances.
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Section 2. Loans. No loans shall be contracted on behalf of the MHC
subsidiary holding company and no evidence of indebtedness shall be issued in
its name unless authorized by the board of directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the MHC subsidiary holding company shall be signed by one or more
officers, employees or agents of the MHC subsidiary holding company in such
manner as shall from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the MHC subsidiary holding company
not otherwise employed shall be deposited from time to time to the credit of the
MHC subsidiary holding company in any duly authorized depositories as the board
of directors may select.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the MHC subsidiary holding company shall be in such form as
shall be determined by the board of directors and approved by the Office. Such
certificates shall be signed by the chief executive officer or by any other
officer of the MHC subsidiary holding company authorized by the board of
directors, attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the MHC subsidiary holding company
itself or one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the MHC subsidiary
holding company. All certificates surrendered to the MHC subsidiary holding
company for transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares has been surrendered
and canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the MHC subsidiary
holding company as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the MHC subsidiary holding company shall be made only on its stock transfer
books. Authority for such transfer shall be given only by the holder of record
or by his or her legal representative, who shall furnish proper evidence of such
authority, or by his or her attorney authorized by a duly executed power of
attorney and filed with the MHC subsidiary holding company. Such transfer shall
be made only on surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the books of the MHC
subsidiary holding company shall be deemed by the MHC subsidiary holding company
to be the owner for all purposes.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the MHC subsidiary holding company shall end on the
30th day of September of each year. The appointment of auditors shall be subject
to annual ratification by the shareholders.
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ARTICLE IX - DIVIDENDS
Subject to the terms of the MHC subsidiary holding company's charter
and the regulations and orders of the Office, the board of directors may, from
time to time, declare, and the MHC subsidiary holding company may pay, dividends
on its outstanding shares of capital stock.
ARTICLE X - CORPORATE SEAL
The board of directors shall provide a MHC subsidiary holding company
seal which shall be two concentric circles between which shall be the name of
the MHC subsidiary holding company. The year of incorporation or an emblem may
appear in the center.
ARTICLE XI - AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the MHC subsidiary holding company at any
legal meeting, and (ii) receipt of any applicable regulatory approval. When the
MHC subsidiary holding company fails to meet its quorum requirements, solely due
to vacancies on the board, then the affirmative vote of a majority of the
sitting board will be required to amend the bylaws.
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EXHIBIT 4.0
<PAGE>
================================================================================
COMMON STOCK ______ SHARES
CERTIFICATE NO. Roebling Financial Corp, Inc.
INCORPORATED UNDER THE
LAWS OF THE UNITED STATES
CUSIP NO. 775002 10 8
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS
CERTIFIES
THAT
IS THE
OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$0.10 PAR VALUE PER SHARE OF
Roebling Financial Corp, Inc.
The shares evidenced by this certificate are transferable only on the
books of Roebling Financial Corp, Inc. by the holder of record hereof in person
or by attorney, upon the surrender of this certificate properly endorsed. These
shares are nonwithdrawable and are not of an insurable type. Such shares are not
insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund,
the Savings Association Insurance Fund or any other government agency. This
certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
In Witness Whereof, Roebling Financial Corp, Inc. has caused this
certificate to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be hereunto
affixed.
Joan K. Geary Kent C. Lufki
Secretary SEAL President
================================================================================
<PAGE>
Roebling Financial Corp, Inc.
The shares represented by this certificate are issued subject to all
the provisions of the Charter and Bylaws of Roebling Financial Corp, Inc. (the
"Stock Company"), as from time to time amended (copies of which are on file at
the principal office of the Stock Company), to all of which the holder by
acceptance hereof assents. The following description constitutes a summary of
certain provisions of, and is qualified in its entirety by reference to, the
Charter.
The Charter of the Stock Company contains certain provisions,
applicable upon the effective date of the reorganization of Roebling Bank into a
federal stock savings bank and the concurrent formation of a mutual holding
company, that restrict persons from directly or indirectly acquiring or holding,
or attempting to acquire or hold, the beneficial ownership of in excess of 10%
of the outstanding shares of capital stock of the Stock Company entitled to vote
generally in the election of directors ("Voting Stock"). The Charter contains a
provision pursuant to which the shares beneficially held in excess of 10% the
Voting Stock of the Stock Company are considered "excess shares" and shall not
be counted as shares entitled to vote and shall not be voted by any person or
counted as voting shares in connection with any matters submitted to the
stockholders for a vote. These restrictions are not applicable to underwriters
in connection with a public offering of the common stock, certain reorganization
transactions described in the Charter or to acquisitions of Voting Stock by the
Stock Company, any majority-owned subsidiary of the Stock Company, or any
tax-qualified employee stock benefit plan which is exempt from the approval
requirements under 574.3(c)(1)(vi) of the Office's regulations. Roebling
Financial Corp., MHC, the federally chartered mutual holding company of the
Stock Holding Company and Roebling Bank (the "Holding Company") will own in
excess of 50% of the Common Stock of the Stock Company so long as the Holding
Company remains in mutual form.
The Board of Directors of the Stock Company is authorized by resolution
or resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock, in series and to fix and state the voting powers, designations,
preferences and relative, participating, optional, or other special rights of
the shares of each such series and the qualifications, limitations and
restrictions thereof. The Stock Company will furnish to any shareholder upon
request and without charge a full description of each class of stock and any
series thereof.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT TRAN ACT - _____________ Custodian _____________
(Cus) (Minor)
TEN ENT - as tenants by the entireties
under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right of _______________________
survivorship and not as tenants ( State)
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ________________ hereby sell, assign and transfer
unto _______________, _______________ Shares of the Common Stock evidenced by
this Certificate, and do hereby irrevocably constitute and appoint ________,
Attorney, to transfer the said shares on the books of Roebling Bank with full
power of substitution.
Dated _______________________
__________________________________
Signature
__________________________________
Signature
In presence of: _____________________
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
EXHIBIT 10.1
<PAGE>
ROEBLING BANK
STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Roebling Bank
-------------------
("Bank") Stock Option Plan (the "Plan"). The purpose of the Plan is to attract
and retain qualified personnel for positions of substantial responsibility and
to provide additional incentive to officers, directors, key employees and other
persons providing services to the Bank, or any present or future parent or
subsidiary of the Bank to promote the success of the business. The Plan is
intended to provide for the grant of "Incentive Stock Options," within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and Non-Incentive Stock Options, options that do not so qualify. The
provisions of the Plan relating to Incentive Stock Options shall be interpreted
to conform to the requirements of Section 422 of the Code.
2. Definitions. The following words and phrases when used in this Plan
-----------
with an initial capital letter, unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever appropriate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the
plural.
(a) "Award" means the grant by the Committee of an Incentive
Stock Option or a Non-Incentive Stock Option, or any combination thereof, as
provided in the Plan.
(b) "Board" shall mean the Board of Directors of the Bank, or
any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Bank; (ii) the merger or recapitalization
of the Bank whereby the Bank is not the surviving entity; (iii) a change in
control of the Bank, as otherwise defined or determined by the Office of Thrift
Supervision ("OTS") or regulations promulgated by it; or (iv) the acquisition,
directly or indirectly, of the beneficial ownership (within the meaning of that
term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder) of twenty-five percent (25%)
or more of the outstanding voting securities of the Bank by any person, trust,
entity or group other than by Roebling Financial Corp., the mutual holding
company of the Bank. This limitation shall not apply to the purchase of shares
by underwriters in connection with a public offering of Bank stock, or the
purchase of shares of up to 25% of any class of securities of the Bank by a
tax-qualified employee stock benefit plan. The term "person" refers to an
individual or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. The decision of the Committee as
to whether a Change in Control has occurred shall be conclusive and binding. A
Change in Control shall not include a transaction whereby a Parent is formed
which shall be the owner of 100% of the stock of the Savings Bank and the
stockholders of Parent after the transaction are the same as the stockholders of
the Savings Bank prior to the transaction, or a transaction whereby Roebling
Financial Corp., MHC shall merge into the Savings Bank and a new Parent is
formed.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.
1
<PAGE>
(e) "Committee" shall mean the Board or the Stock Option
Committee appointed by the Board in accordance with Section 5(a) of the Plan.
(f) "Common Stock" shall mean the common stock of the Bank, or
any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment with the Bank or any present or future Parent or Subsidiary of the
Bank. Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Bank or in the case
of transfers between payroll locations, of the Bank or between the Bank, its
Parent, its Subsidiaries or a successor.
(h) "Director" shall mean a member of the Board of the Bank,
or any successor or parent corporation thereto.
(i) "Director Emeritus" shall mean a person serving as a
director emeritus, advisory director, consulting director, or other similar
position as may be appointed by the Board of Directors of the Bank from time to
time.
(j) "Disability" means (a) with respect to Incentive Stock
Options, the "permanent and total disability" of the Employee as such term is
defined at Section 22(e)(3) of the Code; and (b) with respect to Non-Incentive
Stock Options, any physical or mental impairment which renders the Participant
incapable of continuing in the employment or service of the Bank in his then
current capacity as determined by the Committee.
(l) "Effective Date" shall mean the date specified in Section
14 hereof.
(m) "Employee" shall mean any person employed by the Bank or
any present or future Parent or Subsidiary of the Bank.
(n) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
(o) "Incentive Stock Option" or "ISO" shall mean an option to
purchase Shares granted by the Committee pursuant to Section 8 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.
(p) "Non-Incentive Stock Option" or "Non-ISO" shall mean an
option to purchase Shares granted pursuant to Section 9 hereof, which option is
not intended to qualify under Section 422 of the Code.
2
<PAGE>
(q) "Option" shall mean an Incentive Stock Option or
Non-Incentive Stock Option granted pursuant to this Plan providing the holder of
such Option with the right to purchase Common Stock.
(r) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(s) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.
(t) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Sections 424(e) and (g) of
the Code.
(u) "Participant" means any director, officer or key employee
of the Bank or any Parent or Subsidiary of the Bank or any other person
providing a service to the Bank who is selected by the Committee to receive an
Award, or who by the express terms of the Plan is granted an Award.
(v) "Plan" shall mean the Roebling Savings Bank Stock Option
Plan.
(w) "Retirement" shall mean termination of service in all
capacities as an Employee, Director and Director Emeritus following attainment
of not less than age 55 and completion of not less than ten years of Service to
the Bank. Service to the Bank rendered prior to the Effective Date shall be
recognized in determining eligibility to meet the requirements of Retirement
under the Plan.
(x) "Savings Bank" or "Bank" shall mean Roebling Bank,
or any successor corporation thereto.
(y) "Share" shall mean one share of the Common Stock.
(z) "Subsidiary" shall mean any present or future corporation
which constitutes a "subsidiary corporation" as defined in Sections 424(f) and
(g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 12 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 19,560 Shares.
Such Shares may either be from authorized but unissued shares or shares
purchased in the market for Plan purposes. If an Award shall expire, become
unexercisable, or be forfeited for any reason prior to its exercise, new Awards
may be granted under the Plan with respect to the number of Shares as to which
such expiration has occurred.
4. Six Month Holding Period.
-------------------------
Subject to vesting requirements, if applicable, except in the
event of death or Disability of the Optionee or a Change in Control of the Bank,
a minimum of six months must elapse between the date of the grant of an Option
and the date of the sale of the Common Stock received through the exercise of
such Option.
3
<PAGE>
5. Administration of the Plan.
---------------------------
(a) Composition of the Committee. The Plan shall be
administered by the Board of Directors of the Bank or a Committee which shall
consist of not less than two Directors of the Bank appointed by the Board and
serving at the pleasure of the Board. All persons designated as members of the
Committee shall meet the requirements of a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant.
The President of the Bank and such other officers as shall be
designated by the Committee are hereby authorized to execute written agreements
evidencing Awards on behalf of the Bank and to cause them to be delivered to the
Participants. Such agreements shall set forth the Option exercise price, the
number of shares of Common Stock subject to such Option, the expiration date of
such Options, and such other terms and restrictions applicable to such Award as
are determined in accordance with the Plan or the actions of the Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
6. Eligibility for Awards and Limitations.
---------------------------------------
(a) The Committee shall from time to time determine
the officers, Directors, key employees and other persons who shall be granted
Awards under the Plan, the number of Awards to be granted to each such persons,
and whether Awards granted to each such Participant under the Plan shall be
Incentive and/or Non-Incentive Stock Options. In selecting Participants and in
determining the number of Shares of Common Stock to be granted to each such
Participant, the Committee may consider the nature of the prior and anticipated
future services rendered by each such Participant, each such Participant's
current and potential contribution to the Bank and such other factors as the
Committee may, in its sole discretion, deem relevant. Participants who have been
granted an Award may, if otherwise eligible, be granted additional Awards.
(b) The aggregate Fair Market Value (determined
as of the date the Option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by each Employee
during any calendar year (under all Incentive Stock Option plans, as defined in
Section 422 of the Code, of the Bank or any present or future Parent or
Subsidiary of the Bank) shall not exceed $100,000. Notwithstanding the prior
provisions of this Section 6, the Committee may grant Options in excess of the
foregoing limitations, provided said Options shall be clearly and specifically
designated as not being Incentive Stock Options.
4
<PAGE>
(c) In no event shall Shares subject to Options
granted to non-employee Directors in the aggregate under this Plan exceed more
than 56% of the total number of Shares authorized for delivery under this Plan
pursuant to Section 3 herein or more than 8% to any individual non-employee
Director. In no event shall Shares subject to Options granted to any Employee
exceed more than 25% of the total number of Shares authorized for delivery under
the Plan.
7. Term of the Plan. The Plan shall continue in effect for a term of
----------------
ten (10) years from the Effective Date, unless sooner terminated pursuant to
Section 17 hereof. No Option shall be granted under the Plan after ten (10)
years from the Effective Date.
8. Terms and Conditions of Incentive Stock Options. Incentive Stock
------------------------------------------------
Options may be granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option granted pursuant to the Plan shall comply with, and be subject to, the
following terms and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive
Stock Option granted by the Committee under the Plan may be exercised shall not,
as to any particular Incentive Stock Option, be less than the Fair Market Value
of the Common Stock on the date that such Incentive Stock Option is granted.
(ii) In the case of an Employee who owns Common
Stock representing more than ten percent (10%) of the outstanding Common Stock
at the time the Incentive Stock Option is granted, the Incentive Stock Option
exercise price shall not be less than one hundred and ten percent (110%) of the
Fair Market Value of the Common Stock on the date that the Incentive Stock
Option is granted.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at the Fair Market Value at the date of
exercise. The Bank shall accept full or partial payment in Common Stock only to
the extent permitted by applicable law. No Shares of Common Stock shall be
issued until full payment has been received by the Bank, and no Optionee shall
have any of the rights of a stockholder of the Bank until Shares of Common Stock
are issued to the Optionee.
(c) Term of Incentive Stock Option. The term of exercisability
of each Incentive Stock Option granted pursuant to the Plan shall be not more
than ten (10) years from the date each such Incentive Stock Option is granted,
provided that in the case of an Employee who owns stock representing more than
ten percent (10%) of the Common Stock outstanding at the time the Incentive
Stock Option is granted, the term of exercisability of the Incentive Stock
Option shall not exceed five (5) years.
(d) Exercise Generally. Except as otherwise provided in
Section 10 hereof, no Incentive Stock Option may be exercised unless the
Optionee shall have been in the employ of the Bank at all times during the
period beginning with the date of grant of any such Incentive Stock Option and
ending on the date three (3) months prior to the date of exercise of any such
Incentive Stock Option. The Committee may impose additional conditions upon the
right of an Optionee to exercise any Incentive Stock
5
<PAGE>
Option granted hereunder which are not inconsistent with the terms of the Plan
or the requirements for qualification as an Incentive Stock Option. Except as
otherwise provided by the terms of the Plan or by action of the Committee at the
time of the grant of the Options, the Options will be first exercisable at the
rate of one-third on the date of grant and one-third annually thereafter during
such periods of service as an Employee, Director or Director Emeritus.
(e) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held an Incentive Stock Option for at least six
months may engage in the "cashless exercise" of the Option. Upon a cashless
exercise, an Optionee shall give the Bank written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Bank to pay the Option exercise price and any applicable
withholding taxes. If the Optionee does not sell the Optioned Stock through a
registered broker-dealer or equivalent third party, the Optionee can give the
Bank written notice of the exercise of the Option and the third party purchaser
of the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Bank.
(f) Transferability. An Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-Incentive Stock Options. Each
----------------------------------------------------------
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.
(a) Options Granted to Directors. Subject to the limitations
of Section 6(c), Non-Incentive Stock Options to purchase 1,565 shares of Common
Stock will be granted to each Director who is not an Employee as of the
Effective Date, at an exercise price equal to the Fair Market Value of the
Common Stock on such date of grant. The Options will be first exercisable at the
rate of one-half on the Effective Date and one-half one year thereafter during
such periods of service as a Director or Director Emeritus. Upon the death,
Disability or Retirement of the Director or Director Emeritus, such Option shall
be deemed immediately 100% exercisable. Such Options shall continue to be
exercisable for a period of ten years following the date of grant without regard
to the continued services of such Director as a Director or Director Emeritus.
In the event of the Optionee's death, such Options may be exercised by the
personal representative of his estate or person or persons to whom his rights
under such Option shall have passed by will or by the laws of descent and
distribution. Options may be granted to newly appointed or elected non-employee
Directors within the sole discretion of the Committee. The exercise price per
Share of such Options granted shall be equal to the Fair Market Value of the
Common Stock at the time such Options are granted. All outstanding Awards shall
become immediately exercisable in the event of a Change in Control of the Bank.
Unless otherwise inapplicable, or inconsistent with the provisions of this
paragraph, the Options to be granted to Directors hereunder shall be subject to
all other provisions of this Plan.
(b) Option Price. The exercise price per Share of Common Stock
for each Non-Incentive Stock Option granted pursuant to the Plan shall be at
such price as the Committee may determine in its sole discretion, but in no
event less than the Fair Market Value of such Common Stock on the date of grant
as determined by the Committee in good faith.
6
<PAGE>
(c) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Non-Incentive Stock Option granted under the
Plan shall be made at the time of exercise of each such Non-Incentive Stock
Option and shall be paid in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in full or partial
payment of the exercise price shall be valued at its Fair Market Value at the
date of exercise. The Bank shall accept full or partial payment in Common Stock
only to the extent permitted by applicable law. No Shares of Common Stock shall
be issued until full payment has been received by the Bank and no Optionee shall
have any of the rights of a stockholder of the Bank until the Shares of Common
Stock are issued to the Optionee.
(d) Term. The term of exercisability of each Non-Incentive
Stock Option granted pursuant to the Plan shall be not more than ten (10) years
from the date each such Non-Incentive Stock Option is granted.
(e) Exercise Generally. The Committee may impose additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.
Except as otherwise provided by the terms of the Plan or by action of the
Committee at the time of the grant of the Options, the Options will be first
exercisable at the rate of one-third on the date of grant and one-third annually
thereafter during such periods of service as an Employee, Director or Director
Emeritus.
(f) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held a Non-Incentive Stock Option for at least
six months may engage in the "cashless exercise" of the Option. Upon a cashless
exercise, an Optionee shall give the Bank written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Bank to pay the Option exercise price and any applicable
withholding taxes. If the Optionee does not sell the Optioned Stock through a
registered broker-dealer or equivalent third party, the Optionee can give the
Bank written notice of the exercise of the Option and the third party purchaser
of the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Bank.
(g) Transferability. Any Non-Incentive Stock Option granted
pursuant to the Plan shall be exercised during an Optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
10. Effect of Termination of Employment, Disability, Death and
---------------------------------------------------------------
Retirement on Incentive Stock Options.
- --------------------------------------
(a) Termination of Employment. In the event that any
Optionee's employment with the Bank shall terminate for any reason, other than
Disability or death, all of any such Optionee's Incentive Stock Options, and all
of any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto, shall automatically terminate on (A) the earlier of (i) or
(ii): (i) the respective expiration dates of any such Incentive Stock Options,
or (ii) the expiration of not more than three (3) months after the date of such
termination of employment; or (B) at such later date as is determined by the
Committee at the time of the grant of such Award based upon the Optionee's
continuing status as a Director or Director Emeritus of the Bank, but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment, and further that
such Award shall thereafter be deemed a Non-Incentive Stock Option. In the event
that a Subsidiary ceases to be a
7
<PAGE>
Subsidiary of the Bank, the employment of all of its employees who are not
immediately thereafter employees of the Bank shall be deemed to terminate upon
the date such Subsidiary so ceases to be a Subsidiary of the Bank.
(b) Disability. In the event that any Optionee's employment
with the Bank shall terminate as the result of the Disability of such Optionee,
such Optionee may exercise any Incentive Stock Options granted to the Optionee
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
one (1) year after the date of such termination of employment, but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment.
(c) Death. In the event of the death of an Optionee, any
Incentive Stock Options granted to such Optionee may be exercised by the person
or persons to whom the Optionee's rights under any such Incentive Stock Options
pass by will or by the laws of descent and distribution (including the
Optionee's estate during the period of administration) at any time prior to the
earlier of (i) the respective expiration dates of any such Incentive Stock
Options or (ii) the date which is two (2) years after the date of death of such
Optionee but only if, and to the extent that, the Optionee was entitled to
exercise any such Incentive Stock Options at the date of death. For purposes of
this Section 10(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time. At the discretion of
the Committee, upon exercise of such Options the Optionee may receive Shares or
cash or a combination thereof. If cash shall be paid in lieu of Shares, such
cash shall be equal to the difference between the Fair Market Value of such
Shares and the exercise price of such Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes
of Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee shall be considered exercisable at the date of termination of
employment if any such Incentive Stock Option would have been exercisable at
such date of termination of employment without regard to the Disability or death
of the Participant.
(e) Termination of Incentive Stock Options; Vesting Upon
Retirement. Except as may be specified by the Committee at the time of grant of
an Option, to the extent that any Incentive Stock Option granted under the Plan
to any Optionee whose employment with the Bank terminates shall not have been
exercised within the applicable period set forth in this Section 10, any such
Incentive Stock Option, and all rights to purchase or receive Shares of Common
Stock pursuant thereto, as the case may be, shall terminate on the last day of
the applicable period. Notwithstanding the foregoing, the Committee may
authorize at the time of the grant of an Option that such Award shall be
immediately 100% exercisable upon the Retirement of the Optionee.
11. Effect of Termination of Employment, Disability, Death or
------------------------------------------------------------------
Retirement on Non-Incentive Stock Options. The terms and conditions of
- ---------------------------------------------
Non-Incentive Stock Options relating to the effect of the Retirement or other
termination of an Optionee's employment or service, Disability of an Optionee or
his death shall be such terms and conditions as the Committee shall, in its sole
discretion, determine at the time of termination of service, unless specifically
provided for by the terms of the Agreement at the time of grant of the Award.
8
<PAGE>
12. Recapitalization, Merger, Consolidation, Change in Control and
--------------------------------------------------------------
Other Transactions.
- -------------------
(a) Adjustment. Subject to any required action by the
stockholders of the Bank, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Bank (other than
Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a Change in Control of the Bank. In the
event of such a Change in Control, the Committee and the Board of Directors will
take one or more of the following actions to be effective as of the date of such
Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute Options exchanged for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon the exercise of such Substitute Options shall constitute securities
registered in accordance with the Securities Act of 1933, as amended, ("1933
Act") or such securities shall be exempt from such registration in accordance
with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered
Securities"), or in the alternative, if the securities issuable upon the
exercise of such Substitute Options shall not constitute Registered Securities,
then the Optionee will receive upon consummation of the Change in Control
transaction a cash payment for each Option surrendered equal to the difference
between (1) the Fair Market Value of the consideration to be received for each
share of Common Stock in the Change in Control transaction times the number of
shares of Common Stock subject to such surrendered Options, and (2) the
aggregate exercise price of all such surrendered Options, or
(ii) in the event of a transaction under the terms of which
the holders of the Common Stock of the Bank will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such Options held by each
Optionee (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such surrendered Options in
exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any
provisions of the Plan to the contrary, subject to any required action by the
stockholders of the Bank, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
9
<PAGE>
(i) appropriately adjust the number of Shares
of Common Stock subject to each Option, the Option exercise price per Share of
Common Stock, and the consideration to be given or received by the Bank upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted
Options, provided that appropriate consideration is paid to the Optionee in
connection therewith; and/or
(iii) make such other adjustments in connection with
the Plan as the Committee, in its sole discretion, deems necessary, desirable,
appropriate or advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stock Options granted pursuant to the
Plan to fail to meet the requirements of Section 422 of the Code without the
consent of the Optionee.
(d) Acceleration. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.
(e) Non-recurring Dividends. Upon the payment of a special or
non-recurring cash dividend that has the effect of a return of capital to the
stockholders, the Option exercise price per share shall be adjusted
proportionately and in an equitable manner, except to the extent that the
Participant shall otherwise receive payments associated with such special or
non-recurring cash dividends.
Except as expressly provided in Sections 12(a), 12(b) and 12(e) hereof,
no Optionee shall have any rights by reason of the occurrence of any of the
events described in this Section 12.
13. Time of Granting Options. The date of grant of an Option under the
------------------------
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each individual to whom an Option is so granted within a reasonable
time after the date of such grant in a form determined by the Committee.
14. Effective Date. The Plan shall become effective upon the date of
---------------
approval of the Plan by the stockholders of the Bank. The Committee may make a
determination related to Awards prior to the Effective Date with such Awards to
be effective upon the date of stockholder approval of the Plan.
15. Approval by Stockholders. The Plan shall be approved by
stockholders of the Bank within twelve (12) months before or after the date the
Plan is approved by the Board.
16. Modification of Options. At any time and from time to time, the
-------------------------
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on the Optionee by the grant of a
new Option at such time, or shall not materially decrease the Optionee's
benefits under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 17 hereof.
17. Amendment and Termination of the Plan.
-------------------------------------
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan, except that no action of the Board may increase (other
than as provided in Section 12 hereof) the maximum number of Shares permitted to
be optioned under the Plan, materially increase the benefits accruing to
10
<PAGE>
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Bank.
(b) Change in Applicable Law. Notwithstanding any other
provision contained in the Plan, in the event of a change in any federal or
state law, rule, regulation or policy which would make the exercise of all or
part of any previously granted Option unlawful or subject the Bank to any
penalty, the Committee may restrict any such exercise without the consent of the
Optionee or other holder thereof in order to comply with any such law, rule or
regulation or to avoid any such penalty.
18. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
-------------------------------------------------------------------
Cancellation of Option Rights.
- ------------------------------
(a) Shares shall not be issued with respect to any Option granted under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities laws and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) The inability of the Bank to obtain any necessary authorizations,
approvals or letters of non-objection from any regulatory body or authority
deemed by the Bank's counsel to be necessary to the lawful issuance and sale of
any Shares issuable hereunder shall relieve the Bank of any liability with
respect to the non-issuance or sale of such Shares.
(c) As a condition to the exercise of an Option, the Bank may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the
termination of employment or service of an Optionee by the Bank or its
Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by
the Board of Directors, all Options held by such Participant shall cease to be
exercisable as of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Bank under Section 16(b) of the Securities Exchange Act of 1934, as amended, and
regulations promulgated thereunder.
19. Reservation of Shares. During the term of the Plan, the Bank will
---------------------
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
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20. Unsecured Obligation. No Participant under the Plan shall have any
--------------------
interest in any fund or special asset of the Bank by reason of the Plan or the
grant of any Option under the Plan. No trust fund shall be created in connection
with the Plan or any grant of any Option hereunder and there shall be no
required funding of amounts which may become payable to any Participant.
21. Withholding Tax. The Bank shall have the right to deduct from all
----------------
amounts paid in cash with respect to the cashless exercise of Options under the
Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option, the Bank shall have the right to require
the Participant or such other person to pay the Bank the amount of any taxes
which the Bank is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
22. No Employment Rights. No Director, Employee or other person shall
----------------------
have a right to be selected as a Participant under the Plan. Neither the Plan
nor any action taken by the Committee in administration of the Plan shall be
construed as giving any person any rights of employment or retention as an
Employee, Director or in any other capacity with the Bank, or its Subsidiaries.
23. Governing Law. The Plan shall be governed by and construed in
--------------
accordance with the laws of the State of New Jersey, except to the extent that
federal law shall be deemed to apply.
12
EXHIBIT 10.2
<PAGE>
Roebling Bank
Restricted Stock Plan
and Trust Agreement
Article I
---------
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Roebling Bank ("Savings Bank") hereby establishes the Restricted
Stock Plan (the "Plan") and Trust (the "Trust") upon the terms and conditions
hereinafter stated in this Restricted Stock Plan and Trust Agreement (the
"Agreement").
1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.
Article II
----------
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and to retain personnel of
experience and ability in key positions of responsibility with the Savings Bank
and its subsidiaries, by providing such personnel of the Savings Bank and its
subsidiaries with an equity interest in the Savings Bank as compensation for
their prior and anticipated future professional contributions and service to the
Savings Bank and its subsidiaries.
Article III
-----------
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meaning as set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Beneficiary" means the person or persons designated by the
Participant to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if
any, or if none, the Participant's estate.
3.02 "Board" means the Board of Directors of the Savings Bank, or any
successor corporation thereto.
3.03 "Cause" means the personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profits, intentional
failure to perform stated duties, willful violation of a material provision of
any law, rule or regulation (other than traffic violations and similar offense),
or a material violation of a final cease-and-desist order or any other action
which results in a substantial financial loss to the Savings Bank or its
Subsidiaries.
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3.04 "Change in Control" shall mean: (i) the sale of all, or a material
portion, of the assets of the Parent or Savings Bank; (ii) the merger or
recapitalization of the Parent or the Savings Bank whereby the Parent or Savings
Bank is not the surviving entity; (iii) a change in control of the Parent or
Savings Bank, as otherwise defined or determined by the Office of Thrift
Supervision ("OTS") or regulations promulgated by it; or (iv) the acquisition,
directly or indirectly, of the beneficial ownership (within the meaning of that
term as it is used in Section 13(d) of the 1934 Act and the rules and
regulations promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Parent or Savings Bank by any person,
trust, entity or group. This limitation shall not apply to the purchase of
shares of up to 25% of any class of securities of the Parent or Savings Bank by
a tax-qualified employee stock benefit plan. The term "person" refers to an
individual or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. The decision of the Committee as
to whether a Change in Control has occurred shall be conclusive and binding. A
Change in Control shall not include a transaction whereby a Parent is formed
which shall be the owner of 100% of the stock of the Savings Bank and the
stockholders of Parent after the transaction are the same as the stockholders of
the Savings Bank prior to the transaction, or a transaction whereby Roebling
Financial Corp., MHC shall merge into the Savings Bank and a new Parent is
formed.
3.05 "Committee" means the Board of Directors of Savings Bank or the
Restricted Stock Plan Committee appointed by the Board of Directors of the
Savings Bank pursuant to Article IV hereof.
3.06 "Common Stock" means shares of the common stock of the Savings
Bank or any successor corporation or Parent thereto.
3.07 "Conversion" means the effective date of the stock charter of the
Savings Bank.
3.08 "Director" means a member of the Board of the Savings Bank.
3.09 "Director Emeritus" means a person serving as a director emeritus,
advisory director, consulting director, or other similar position as may be
appointed by the Board of Directors of the Savings Bank or any Parent from time
to time.
3.10 "Disability" means any physical or mental impairment which renders
the Participant incapable of continuing in the employment or service of the
Savings Bank in his current capacity as determined by the Committee.
3.11 "Employee" means any person who is employed by the Savings Bank or
a Subsidiary.
3.12 "Effective Date" shall mean the date of stockholder approval of
the Plan by the stockholders of the Savings Bank.
3.13 "Parent" shall mean a stock corporation which may be formed after
the Effective Date which shall own 100% of the stock of the Savings Bank.
3.14 "Participant" means an Employee, Director or Director Emeritus who
receives a Plan Share Award under the Plan.
2
<PAGE>
3.15 "Plan Shares" means shares of Common Stock held in the Trust which
are awarded or issuable to a Participant pursuant to the Plan.
3.16 "Plan Share Award" or "Award" means a right granted to a
Participant under this Plan to earn or to receive Plan Shares.
3.17 "Plan Share Reserve" means the shares of Common Stock held by the
Trust pursuant to Sections 5.03 and 5.04.
3.18 "Retirement" means the termination of service in all capacities as
an Employee, Director and Director Emeritus following attainment of not less
than age 55 and completion of not less than ten years of Service to the Savings
Bank. Service to the Savings Bank rendered prior to the Effective Date shall be
recognized in determining eligibility to meet the requirements of Retirement
under the Plan.
3.19 "Savings Bank" means Roebling Bank, and any successor corporation
thereto.
3.20 "Subsidiary" means those subsidiaries of the Savings Bank which,
with the consent of the Board, agree to participate in this Plan.
3.21 "Trustee" or "Trustee Committee" means that person(s) or entity
nominated by the Committee and approved by the Board pursuant to Sections 4.01
and 4.02 to hold legal title to the Plan assets for the purposes set forth
herein.
Article IV
----------
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The Plan shall be administered and
interpreted by the Board of Directors of the Savings Bank or a Committee
appointed by said Board, which shall consist of not less than two non-employee
members of the Board, which shall have all of the powers allocated to it in this
and other sections of the Plan. All persons designated as members of the
Committee shall be "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended ("1934 Act"). The
interpretation and construction by the Committee of any provisions of the Plan
or of any Plan Share Award granted hereunder shall be final and binding. The
Committee shall act by vote or written consent of a majority of its members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules, regulations and procedures as it deems appropriate for the
conduct of its affairs. The Committee shall report its actions and decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than one time per calendar year. The Committee shall recommend to the Board one
or more persons or entity to act as Trustee in accordance with the provision of
this Plan and Trust and the terms of Article VIII hereof.
4.02 Role of the Board. The members of the Committee and the Trustee
shall be appointed or approved by, and will serve at the pleasure of the Board.
The Board may in its discretion from time to time remove members from, or add
members to, the Committee, and may remove, replace or add Trustees. The Board
shall have all of the powers allocated to it in this and other sections of the
Plan, may take any action under or with respect to the Plan which the Committee
is authorized to take, and may reverse or override any action taken or decision
made by the Committee under or with respect to the Plan,
3
<PAGE>
provided, however, that the Board may not revoke any Plan Share Award already
made except as provided in Section 7.01(b) herein.
4.03 Limitation on Liability. No member of the Board, the Committee or
the Trustee shall be liable for any determination made in good faith with
respect to the Plan or any Plan Share Awards granted. If a member of the Board,
Committee or any Trustee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by any reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Savings Bank
shall indemnify such member against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in the
best interests of the Savings Bank and its Subsidiaries and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Notwithstanding anything herein to the contrary, in no event shall
the Savings Bank take any actions with respect to this Section 4.03 which is not
in compliance with the limitations or requirements set forth by regulations of
the Federal Deposit Insurance Corporation or the Department, as may be amended
from time to time.
Article V
---------
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 Amount and Timing of Contributions. The Board of Directors of the
Savings Bank shall determine the amounts (or the method of computing the
amounts) to be contributed by the Savings Bank to the Trust established under
this Plan. Such amounts shall be paid to the Trustee at the time of
contribution. No contributions to the Trust by Participants shall be permitted
except with respect to amounts necessary to meet tax withholding obligations.
5.02 Initial Investment. Any funds held by the Trust prior to
investment in the Common Stock shall be invested by the Trustee in such
interest-bearing account or accounts at the Savings Bank as the Trustee shall
determine to be appropriate.
5.03 Investment of Trust Assets. Following approval of the Plan by
stockholders of the Savings Bank and receipt of any other necessary regulatory
approvals, the Trust shall purchase Common Stock in an amount equal to up to
100% of the Trust's assets, after providing for any required withholding as
needed for tax purposes, provided, however, that the Trust shall not purchase
more than 7,838 shares of Common Stock, representing 4% of the aggregate shares
of Common Stock issued by the Savings Bank in the Conversion to parties other
than Roebling Financial Corp., M.H.C. ("MHC"). The Trustee may purchase shares
of Common Stock in the open market or, in the alternative, may purchase
authorized but unissued shares of the Common Stock or treasury shares from the
Savings Bank sufficient to fund the Plan Share Reserve.
4
<PAGE>
5.04 Effect of Allocations, Returns and Forfeitures Upon Plan Share
Reserves. Upon the allocation of Plan Share Awards under Sections 6.02 and 6.05,
or the decision of the Committee to return Plan Shares to the Savings Bank or
the Parent, the Plan Share Reserve shall be reduced by the number of Shares
subject to the Awards so allocated or returned. Any Shares subject to an Award
which are not earned because of forfeiture by the Participant pursuant to
Section 7.01 shall be added to the Plan Share Reserve.
Article VI
----------
ELIGIBILITY; ALLOCATIONS
6.01 Eligibility. Employees and Directors Emeritus are eligible to
receive Plan Share Awards within the sole discretion of the Committee. Directors
who are not otherwise Employees shall receive Plan Share Awards pursuant to
Section 6.05.
6.02 Allocations. The Committee will determine which of the Employees
will be granted Plan Share Awards and the number of Shares covered by each
Award, provided, however, that in no event shall any Awards be made which will
violate the Charter or Bylaws of the Savings Bank or its Parent or Subsidiaries
or any applicable federal or state law or regulation. In the event Shares are
forfeited for any reason or additional Shares are purchased by the Trustee, the
Committee may, from time to time, determine which of the Employees will be
granted Plan Share Awards to be awarded from forfeited Shares. In selecting
those Employees and Directors Emeritus to whom Plan Share Awards will be granted
and the number of shares covered by such Awards, the Committee shall consider
the prior and anticipated future position, duties and responsibilities of the
Employees, the value of their prior and anticipated future services to the
Savings Bank and its Subsidiaries, and any other factors the Committee may deem
relevant. All actions by the Committee shall be deemed final, except to the
extent that such actions are revoked by the Board. Notwithstanding anything
herein to the contrary, in no event shall any Participant receive Plan Share
Awards in excess of 25% of the aggregate Plan Shares authorized under the Plan.
6.03 Form of Allocation. As promptly as practicable after a
determination is made pursuant to Section 6.02 or Section 6.05 that a Plan Share
Award is to be made, the Committee shall notify the Participant in writing of
the grant of the Award, the number of Plan Shares covered by the Award, and the
terms upon which the Plan Shares subject to the award may be earned. The date on
which the Committee makes its award determination or the date the Committee so
notifies the Participant shall be considered the date of grant of the Plan Share
Awards as determined by the Committee. The Committee shall maintain records as
to all grants of Plan Share Awards under the Plan.
6.04 Allocations Not Required. Notwithstanding anything to the contrary
at Sections 6.01, 6.02 or 6.05, no Employee shall have any right or entitlement
to receive a Plan Share Award hereunder, such Awards being at the sole
discretion of the Committee and the Board, nor shall the Employees as a group
have such a right. The Committee may, with the approval of the Board (or, if so
directed by the Board) return all Common Stock in the Plan Share Reserve to the
Savings Bank at any time, and cease issuing Plan Share Awards.
6.05 Awards to Directors. Notwithstanding anything herein to the
contrary, upon the Effective Date, a Plan Share Award consisting of 627 Plan
Shares shall be awarded to each Director of the Savings Bank that is not
otherwise an Employee. Such Plan Share Award shall be earned and non-forfeitable
at
5
<PAGE>
the rate of 20% as of the date of stockholder approval, and an additional 20%
following each of the next four successive years during such periods of service
as a Director or Director Emeritus. Further, such Plan Share Award shall be
immediately 100% earned and non-forfeitable in the event of the death,
Disability or Retirement of such Director or Director Emeritus, or upon a Change
in Control of the Savings Bank or Parent. Subsequent to the Effective Date, Plan
Share Awards may be awarded to newly elected or appointed Directors of the
Savings Bank by the Committee, provided that total Plan Share Awards granted to
non-employee Directors of the Savings Bank shall not exceed 56% of the total
Plan Share Reserve in the aggregate under the Plan or 8% of the total Plan Share
Reserve to any individual non-employee Director.
Article VII
-----------
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earnings Plan Shares; Forfeitures.
(a) General Rules. Unless the Committee shall specifically states to
the contrary at the time a Plan Share Award is granted, Plan Shares subject to
an Award shall be earned and non-forfeitable by a Participant at the rate of
one-fifth of such Award as of the date of the granting of such Award, and an
additional one-fifth following each of the next four successive years; provided
that such Participant remains an Employee, Director, or Director Emeritus during
such period.
(b) Revocation for Misconduct. Notwithstanding anything herein to the
contrary, the Board shall, by resolution, immediately revoke, rescind and
terminate any Plan Share Award, or portion thereof, previously awarded under
this Plan, to the extent Plan Shares have not been delivered thereunder to the
Participant, whether or not yet earned, in the case of a Participant who is
discharged from the employ or service of the Savings Bank or a Subsidiary for
Cause, or who is discovered after termination of employment or service to have
engaged in conduct that would have justified termination for Cause. A
determination of Cause shall be made by the Board within its sole discretion.
(c) Exception for Terminations Due to Death, Disability or Retirement.
Notwithstanding the general rule contained in Section 7.01(a) above, all Plan
Shares subject to a Plan Share Award held by a Participant whose employment or
service with the Savings Bank or a Subsidiary terminates due to death,
Disability or Retirement, shall be deemed earned and nonforfeitable as of the
Participant's last date of employment or service with the Savings Bank or
Subsidiary and shall be distributed as soon as practicable thereafter.
(d) Exception for Termination after a Change in Control.
Notwithstanding the general rule contained in Section 7.01 above, all Plan
Shares subject to a Plan Share Award held by a Participant shall be deemed to be
immediately 100% earned and non-forfeitable in the event of a Change in Control
of the Parent or Savings Bank and shall be distributed as soon as practicable
thereafter.
7.02 Accrual and Payment of Dividends. A holder of a Plan Share Award,
whether or not 100% earned and non-forfeitable, shall also be entitled to
receive an amount equal to any cash dividends declared and paid with respect to
shares of Common Stock represented by such Plan Share Award between the date the
relevant Plan Share Award was granted to such Participant and the date the Plan
Shares are distributed. Such cash dividend amounts shall be paid to such
Participant, less applicable income tax
6
<PAGE>
withholding, within 30 days of the dividend payment date attributable to such
dividend payable on the Common Stock. Such payment shall also include an
appropriate amount of earnings, if any, of the Trust assets with respect to any
cash dividends so distributed.
7.03 Distribution of Plan Shares.
(a) Timing of Distributions: General Rule. Except as provided in
Subsections (d) and (e) below, Plan Shares shall be distributed to the
Participant or his Beneficiary, as the case may be, as soon as practicable after
they have been earned. No fractional shares shall be distributed.
Notwithstanding anything herein to the contrary, at the discretion of the
Committee, Plan Shares may be distributed prior to such Shares being 100%
earned, provided that such Plan Shares shall contain a restrictive legend
detailing the applicable limitations of such shares with respect to transfer and
forfeiture.
(b) Form of Distribution. All Plan Shares, together with any shares
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be given for each Plan Share earned. Payments
representing cash dividends (and earnings thereon) shall be made in cash.
Notwithstanding anything within the Plan to the contrary, upon a Change in
Control whereby substantially all of the Common Stock of the Company shall be
acquired for cash, all Plan Shares associated with Plan Share Awards, together
with any shares representing stock dividends associated with Plan Share Awards,
shall be, at the sole discretion of the Committee, distributed as of the
effective date of such Change in Control, or as soon as administratively
feasible thereafter, in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.
(c) Withholding. The Trustee may withhold from any payment or
distribution made under this Plan sufficient amounts of cash or shares of Common
Stock necessary to cover any applicable withholding and employment taxes, and if
the amount of such payment or distribution is not sufficient, the Trustee may
require the Participant or Beneficiary to pay to the Trustee the amount required
to be withheld in taxes as a condition of delivering the Plan Shares. The
Trustee shall pay over to the Parent, Savings Bank or Subsidiary which employs
or employed such Participant any such amount withheld from or paid by the
Participant or Beneficiary.
(d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection
(a) above, no Plan Shares may be distributed prior to the date which is five
years from the effective date of the Conversion to the extent the Participant or
Beneficiary, as the case may be, would after receipt of such Shares own in
excess of ten percent (10%) of the issued and outstanding shares of Common Stock
held by parties other than the MHC, unless such action is approved in advance by
a majority vote of disinterested directors of the Board of the Savings Bank or
the Parent. Any Plan Shares remaining undistributed solely by reason of the
operation of this Subsection (d) shall be distributed to the Participant or his
Beneficiary on the date which is five years from the effective date of the
Conversion.
(e) Regulatory Exceptions. No Plan Shares shall be distributed,
however, unless and until all of the requirements of all applicable law and
regulation shall have been fully complied with, including the receipt of
approval of the Plan by the stockholders of the Savings Bank by such vote, if
any, as may be required by applicable law and regulations as determined by the
Board.
7.04 Voting of Plan Shares. A Participant shall be entitled to direct
the Trustee as to the voting of any Plan Shares which are associated with a Plan
Share Award, once such awards are earned and non-
7
<PAGE>
forfeitable, subject to rules and procedures adopted by the Committee for this
purpose. All shares of Common Stock held by the Trust as to which Participants
are not entitled to direct, or have not directed, the voting of such Shares,
shall be voted by the Trustee as directed by the Committee.
Article VIII
------------
TRUST
8.01 Trust. The Trustee shall receive, hold, administer, invest and
make distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
the Plan.
8.02 Management of Trust. It is the intention of this Plan and Trust
that the Trustee shall have complete authority and discretion with respect to
the management, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve, in Common Stock
to the fullest extent practicable, except to the extent that the Trustee
determines that the holding of monies in cash or cash equivalents is necessary
to meet the obligations of the Trust. In performing their duties, the Trustees
shall have the power to do all things and execute such instruments as may be
deemed necessary or proper, including the following powers:
(a) To invest up to one hundred percent (100%) of all Trust assets in
the Common Stock without regard to any law now or hereafter in force
limiting investments for Trustees or other fiduciaries. The investment
authorized herein may constitute the only investment of the Trust, and
in making such investment, the Trustee is authorized to purchase Common
Stock from the Savings Bank or from any other source, and such Common
Stock so purchased may be outstanding, newly issued, or treasury
shares.
(b) To invest any Trust assets not otherwise invested in accordance
with (a) above in such deposit accounts, and certificates of deposit
(including those issued by the Savings Bank), obligations of the United
States government or its agencies or such other investments as shall be
considered the equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any time
held or acquired by the Trust.
(d) To cause stocks, bonds or other securities to be registered in the
name of a nominee, without the addition of words indicating that such
security is an asset of the Trust (but accurate records shall be
maintained showing that such security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in the
opinion of the Trustee reasonable for the proper operation of the Plan
and Trust.
(f) To employ brokers, agents, custodians, consultants and accountants.
(g) To hire counsel to render advice with respect to their rights,
duties and obligations hereunder, and such other legal services or
representation as they may deem desirable.
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<PAGE>
(h) To hold funds and securities representing the amounts to be
distributed to a Participant or his Beneficiary as a consequence of a
dispute as to the disposition thereof, whether in a segregated account
or held in common with other assets.
(i) As may be directed by the Committee or the Board from time to
time, the Trustee shall pay to the Saving Bank earnings of the Trust
attributable to the Plan Share Reserve.
Notwithstanding anything herein contained to the contrary, the Trustee
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of a court for the exercise of any power
herein contained, or to maintain bond.
8.03 Records and Accounts. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.
8.04 Earnings. All earnings, gains and losses with respect to Trust
assets shall be allocated in accordance with a reasonable procedure adopted by
the Committee, to bookkeeping accounts for Participants or to the general
account of the Trust, depending on the nature and allocation of the assets
generating such earnings, gains and losses. In particular, any earnings on cash
dividends received with respect to shares of Common Stock shall be allocated to
accounts for Participants, except to the extent that such cash dividends are
distributed to Participants, if such shares are the subject of outstanding Plan
Share Awards, or, otherwise to the Plan Share Reserve.
8.05 Expenses. All costs and expenses incurred in the operation and
administration of this Plan, including those incurred by the Trustee, shall be
paid by the Savings Bank.
8.06 Indemnification. Subject to the requirements and limitations of
applicable laws and regulations, the Parent and the Savings Bank shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustee's powers
and the discharge of their duties hereunder, unless the same shall be due to
their gross negligence or willful misconduct.
Article IX
----------
MISCELLANEOUS
9.01 Adjustments for Capital Changes. The aggregate number of Plan
Shares available for issuance pursuant to the Plan Share Awards and the number
of Shares to which any Plan Share Award relates shall be proportionately
adjusted for any increase or decrease in the total number of outstanding shares
of Common Stock issued subsequent to the effective date of the Plan resulting
from any split, subdivision or consolidation of the Common Stock or other
capital adjustment, change or exchange of the Common Stock, or other increase or
decrease in the number or kind of shares effected without receipt or payment of
consideration by the Savings Bank.
9.02 Amendment and Termination of the Plan. The Board may, by
resolution, at any time, amend or terminate the Plan. The power to amend or
terminate the Plan shall include the power to direct
9
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the Trustee to return to the Savings Bank or the Parent all or any part of the
assets of the Trust, including shares of Common Stock held in the Plan Share
Reserve, as well as shares of Common Stock and other assets subject to Plan
Share Awards which have not yet been earned by the Participants to whom they
have been awarded. However, the termination of the Trust shall not affect a
Participant's right to earn Plan Share Awards and to the distribution of Common
Stock relating thereto, including earnings thereon, in accordance with the terms
of this Plan and the grant by the Committee or the Board.
9.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
not be transferable by a Participant, and during the lifetime of the
Participant, Plan Shares may only be earned by and paid to the Participant who
was notified in writing of the Award by the Committee pursuant to Section 6.03.
No Participant or Beneficiary shall have any right in or claim to any assets of
the Plan or Trust, nor shall the Parent, Savings Bank, or any Subsidiary be
subject to any claim for benefits hereunder.
9.04 No Employment Rights. Neither the Plan nor any grant of a Plan
Share Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Participant to continue in the
employ or service of the Savings Bank, or a Subsidiary thereof.
9.05 Voting and Dividend Rights. No Participant shall have any voting
or dividend rights of a stockholder with respect to any Plan Shares covered by a
Plan Share Award, except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Participant.
9.06 Governing Law. The Plan and Trust shall be governed by and
construed under the laws of the State of New Jersey, except to the extent that
Federal Law shall be deemed applicable.
9.07 Effective Date. The Plan shall be effective as of the date of
approval of the Plan by stockholders of the Savings Bank.
9.08 Term of Plan. This Plan shall remain in effect until the earlier
of (i) termination by the Board, (ii) the distribution of all assets of the
Trust, or (iii) 21 years from the Effective Date. Termination of the Plan shall
not effect any Plan Share Awards previously granted, and such Plan Share Awards
shall remain valid and in effect until they have been earned and paid, or by
their terms expire or are forfeited.
9.09 Tax Status of Trust. It is intended that the Trust established
hereby shall be treated as a grantor trust of the Savings Bank under the
provisions of Section 671 et seq. of the Internal Revenue Code of 1986, as
amended, as the same may be amended from time to time.
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EXHIBIT 99.0
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Roebling Bank Contact: Kent C. Lufkin
Roebling, New Jersey President
(609)499-0355
For Immediate Release
January 31, 2000
ROEBLING BANK ANNOUNCES
MIDDLE-TIER REORGANIZATION CLOSING
Roebling, New Jersey -- January 31, 2000 -- Roebling Bank (OTC Bulletin Board -
"ROEB") announced today it will complete its reorganization to the stock form of
organization effective as of the close of business on Monday, January 31, 2000.
In connection with the reorganization, by operation of law, each share of common
stock of the Bank will become a share of common stock in Roebling Financial
Corp, Inc. ("Stock Holding Company"), a newly formed federal corporation.
Roebling Financial Corp., MHC will own 55% of the outstanding stock of the Stock
Holding Company and the Bank will become a wholly-owned subsidiary of the Stock
Holding Company.
As of February 1, 2000, Roebling Financial Corp, Inc. will succeed the Bank's
common stock and will be traded on the OTC Bulletin Board under the symbol
"ROEB."
Roebling Bank is a federally chartered stock savings bank and operates three
banking offices in New Jersey. The Bank has two branch offices located in
Roebling and a third office in New Egypt, New Jersey.
For more information about Roebling Bank, please visit our website at
www.roeblingbank.com.
