As filed with the Securities and Exchange Commission on June 2, 1995
Registration No. 33-__________
====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUBCO, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation of organization)
22-2405746
(I.R.S. Employer Identification No.)
1000 MacARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(Address, including zip code, of principal executive offices)
HUBCO, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
KENNETH T. NEILSON, PRESIDENT & CEO
HUBCO, INC.
1000 MacARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(201) 236-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
With a copy to:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-6300
====================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price aggregate registration
be registered registered<F1> per unit<F2> offering price<F2> fee
- ---------------------------------------------------------------------------------------
Common Stock, 750,000 $17.125 $12,843,750 $4,428.88
No Par Value
- ---------------------------------------------------------------------------------------
<FN>
<F1> This Registration Statement covers, in addition to the number
of shares of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the
HUBCO, Inc. 1995 Stock Option Plan as a result of the anti-
dilution provisions thereof.
<F2> Estimated solely for the purpose of calculating the registra-
tion fee pursuant to Rule 457(h)(1) under the Securities Act
based on the last sale price of the Common Stock on May 26,
1995 as quoted on the NASDAQ National Market System and
reported in the Wall Street Journal.
</FN>
</TABLE>
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual
Information
Not filed with this Registration Statement.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by HUBCO, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration
Statement:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
3. The Company's Current Reports on Form 8-K filed with
the Commission on February 23, 1995, March 6, 1995,
April 19, 1995 and April 21, 1995.
4. Form 8-A registering the Company's common stock.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, hereby
are incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
1. Limitation of Liability of Directors and Officers.
Section 14A:2-7(3) of the New Jersey Business Corporation Act
permits a corporation to provide in its Certificate of
Incorporation that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of any
duty owed to the corporation or its shareholders, except that
such provision shall not relieve a director or officer from
liability for any breach of duty based upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation
or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of
any improper personal benefit. Article X of HUBCO's Certificate
of Incorporation includes limitations on the liability of
officers and directors to the fullest extent permitted by New
Jersey law.
2. Indemnification of Directors, Officers, Employees and
Agents. Under Article VI of its Certificate of Incorporation,
HUBCO must, to the fullest extent permitted by law, indemnify its
directors, officers, employees and agents. Section 14A:3-5 of
the New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, employees and
agents against judgments, fines, penalties, amounts paid in
settlement and expenses, including attorneys' fees, resulting
from various types of legal actions or proceedings if the actions
of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a
disinterested majority of the Board of Directors, (b) independent
legal counsel or (c) an affirmative vote of a majority of shares
held by the shareholders. No indemnification is permitted to be
made to or on behalf of a corporate director, officer, employee
or agent if a judgment or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in
breach of his duty of loyalty to the corporation or its
shareholders, (b) were not in good faith or involved a knowing
violation of law or (c) resulted in receipt by such person of an
improper personal benefit.
3. Insurance. HUBCO's directors and officers are insured
against losses arising from any claim against them such as
wrongful acts or omissions, subject to certain limitations.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to
the legality of the securities being registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included
in Exhibit 5 hereto).
99 HUBCO, Inc. 1995 Stock Option Plan.
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration Statement
or any material change to such information in the
Registration Statement.
(b) That, for purposes of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new regis-
tration statement relating to the securities offered
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being regis-
tered which remain unsold at the termination of the
offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Mahwah, State of New Jersey, on
the 1st day of June, 1995.
HUBCO, INC.
By: KENNETH T. NEILSON
-----------------------------
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
JAMES E. SCHIERLOH Chairman of the June 1, 1995
- ------------------------ Board and Director
James E. Schierloh
KENNETH T. NEILSON President and June 1, 1995
- ------------------------ Chief Executive
Kenneth T. Neilson Officer
CHRISTINA L. MAIER Assistant June 1, 1995
- ------------------------ Treasurer
Christina L. Maier
ROBERT J. BURKE Director June 1, 1995
- ------------------------
Robert J. Burke
JOAN DAVID Director June 1, 1995
- ------------------------
Joan David
THOMAS R. FARLEY Director June 1, 1995
- ------------------------
Thomas R. Farley
HENRY G. HUGELHEIM Director June 1, 1995
- ------------------------
Henry G. Hugelheim
HARRY J. LEBER Director June 1, 1995
- ------------------------
Harry J. Leber
CHARLES F.X. POGGI Director June 1, 1995
- ------------------------
Charles F.X. Poggi
GRACE FRANCES STRAUBER Director June 1, 1995
- ------------------------
Sister Grace Frances
Strauber
EDWIN WACHTEL Director June 1, 1995
- ------------------------
Edwin Wachtel
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5 hereto)
99 HUBCO, Inc. 1995 Stock Option Plan
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
June 1, 1995
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Re: Registration Statement on Form S-8
for Shares of Common Stock issuable
pursuant to options granted under the
HUBCO, Inc. 1995 Stock Option Plan
-------------------------------------
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by HUBCO, Inc. (the
"Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), of shares of common stock of the
Company, no par value (the "Shares") issuable pursuant to options
granted under the HUBCO, Inc. 1995 Stock Option Plan (the
"Plan").
We have also examined originals, or copies certified or
otherwise identified to our satisfaction, of the Plan, the
Certificate of Incorporation and By-laws of the Company, as
currently in effect, and relevant resolutions of the Board of
Directors of the Company; and we have examined such other
documents as we deemed necessary in order to express the opinion
hereinafter set forth.
In our examination of such documents and records, we
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies.
Based on the foregoing, it is our opinion that when, as
and if the Registration Statement shall have become effective
pursuant to the provisions of the Act and the Shares shall have
been duly issued and delivered in the manner contemplated by the
Registration Statement, including the Prospectus relating to the
Shares, the Shares will be legally issued, fully paid and non-
assessable.
<PAGE>
The foregoing opinion is limited to the federal laws of
the United States and the laws of the State of New Jersey, and we
are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We consent to use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 12, 1995 (except for Note 21 as to which the
date is February 14, 1995) incorporated by reference in HUBCO,
Inc.'s Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 1, 1995
Exhibit 99
HUBCO, INC. 1995 STOCK OPTION PLAN
(As Adopted December 13, 1994 by the Board of Directors)
ARTICLE I. PURPOSE
The purposes of the 1995 Stock Option Plan are (i) to
attract and retain highly-qualified executives, (ii) to align
executive and stockholder long-term interests by creating a
direct link between executive compensation and stockholder
return, (iii) to enable executives of HUBCO, Inc. (the
"Corporation") to develop and maintain stock ownership positions
in the Corporation, and (iv) to provide incentives to such
executives to contribute to the success of the Corporation. To
achieve these objectives, the Plan provides for the granting of
"incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended, and nonqualified
stock options.
ARTICLE II. DEFINITIONS
Whenever the following terms are used in this Plan, they
shall have the meaning specified below:
"Affiliate" shall mean the Corporation, a Subsidiary, or
any employee benefit plan established or maintained by the
Corporation or a Subsidiary.
"Board" shall mean the Board of Directors of the
Corporation.
"Cause" shall mean (i) the conviction of the Participant of
a felony by a court of competent jurisdiction, (ii) the
indictment of the Participant by a state or Federal grand jury of
competent jurisdiction for embezzlement or misappropriation of
funds of the Corporation or for any act of dishonesty or lack of
fidelity towards the Corporation, (iii) the written confession by
the Participant of any act of dishonesty towards the Corporation
or any embezzlement or misappropriation of the Corporation's
funds, or (iv) willful or gross neglect of the duties for which
the Participant was responsible, all as the Committee, in its
sole discretion, may determine.
"Change in Control" shall mean the occurrence of one or
more of the following events: (i) the Corporation acquires actual
knowledge that any person (as such term is used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) other than an
Affiliate is or becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities
of the Corporation representing 10% or more of the combined
voting power of the Corporation's then outstanding securities,
(ii) the first purchase of Common Stock pursuant to a tender or
exchange offer (other than a tender or exchange offer made by an
Affiliate), (iii) the approval by the Corporation's stockholders
of (a) a merger or consolidation of the Corporation with or into
another corporation (other than a merger or consolidation in
which the Corporation is the surviving corporation and which does
not result in any reclassification or reorganization of the
Corporation's then outstanding shares of Common Stock or a change
in the Corporation's directors, other than the addition of not
more than three directors), (b) a sale or disposition of all or
substantially all of the Corporation's assets, or (c) a plan of
liquidation or dissolution of the Corporation, (iv) during any
period of two consecutive calendar years, individuals who at the
beginning of such period constitute the Board of Directors of the
Corporation cease for any reason to constitute at least two-
thirds thereof, unless the election or nomination for the
election by the Corporation's stockholders of each new director
was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the
period, or (v) a sale of (a) Common Stock of the Corporation if
after such sale any person (as defined above) other than an
Affiliate owns a majority of the Corporation's Common Stock or
(b) all or substantially all of the Corporation's assets (other
than in the ordinary course of business). Notwithstanding the
foregoing, no Change in Control shall be deemed to have occurred
for purposes of clause (i) above if a person is or becomes the
beneficial owner, directly or indirectly, of more than 10% but
less than 25% of the combined voting power of the Corporation's
then outstanding securities if the acquisition of all voting
securities in excess of 10% was approved in advance by two-thirds
of the directors then in office.
"Code" shall mean the Internal Revenue Code of 1986, as now
in effect or as hereafter amended. (All citations to sections of
the Code are to such sections as they may from time to time be
amended or renumbered.)
"Committee" shall mean the committee consisting of at least
three (3) directors of the Corporation appointed by the Board to
administer the Plan pursuant to the provisions of Article III of
the Plan.
"Common Stock" or "Stock" shall mean the common stock of
the Corporation, no par value.
"Disability" shall mean permanent and total disability
within the meaning of Section 105(d)(4) of the Code.
"Employee" shall mean a common law employee (as defined in
accordance with the regulations and Revenue Rulings then
applicable under Section 3401(c) of the Code) of an Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Incentive Option" shall mean an Option whose terms satisfy
the requirements imposed by Section 422 of the Code and which is
intended by the Committee to be treated as an Incentive Option.
"Nonqualified Option" shall mean either (i) any Option
which, when granted, is not an Incentive Option, and (ii) an
Incentive Option which, subsequent to its grant, ceases to
qualify as an Incentive Option because of a failure to satisfy
the requirements of Section 422(b) of the Code.
"Option" shall mean a right to purchase Common Stock which
is awarded in accordance with the terms of this Plan.
"Participant" shall mean an Employee who has been granted
an Option under the Plan.
"Plan" shall mean the HUBCO, Inc. 1995 Stock Option Plan,
as may be amended from time to time.
"Retirement" shall mean any normal or early retirement by a
Participant pursuant to the terms of any pension plan or policy
of the Corporation or any Subsidiary which is applicable to such
Participant at the time of his or her Termination of Service.
"Secretary" shall mean the corporate secretary of the
Corporation.
"Securities Act" shall mean the Securities Act of 1933.
"Shares" shall mean shares of Common Stock.
"Subsidiary(ies)" shall mean any corporation or other legal
entity, domestic or foreign, more than 50% of the voting power of
which is owned or controlled, directly or indirectly by the
Corporation.
"Terminate (Termination of) Service (or Termination)" shall
mean the time at which the Participant ceases to provide services
to the Corporation as an employee, but shall not include a lapse
in providing services which the Committee determines to be a
temporary leave of absence.
ARTICLE III. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") selected by the Board from among its members, which
shall consist of not less than three members, each of whom must
be both (i) a "disinterested person" within the meaning of the
rules promulgated under Section 16(b) of the Exchange Act, and
(ii) an "outside director" within the meaning of Section 162(m)
of the Code. The Committee shall hold meetings at such times as
may be necessary for the proper administration of the Plan and
shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum and a majority of the quorum may
authorize any action.
Subject to the provisions of the Plan, the Committee shall
have sole authority, in its absolute discretion: (i) to determine
which of the eligible Employees of the Corporation shall be
granted Options; (ii) to grant Options; (iii) to determine the
times when Options may be granted and the number of Shares that
may be purchased pursuant to such Options; (iv) to determine the
exercise price of the Shares subject to each Option, which price
shall be not less than the minimum specified in Section 6.1; (v)
to determine the time or times when each Option becomes
exercisable, the duration of the exercise period, and any other
restrictions on the exercise of Options issued hereunder; (vi) to
prescribe the form or forms of the Option agreements under the
Plan; (vii) to determine the circumstances under which the time
for exercising Options should be accelerated and to accelerate
the time for exercising outstanding Options, (viii) to determine
the duration and purposes for leaves of absence which may be
granted to a Participant without constituting a Termination of
Service for purposes of the Plan; (ix) to adopt, amend and
rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan; and (x) to construe
and interpret the Plan, the rules and regulations and the Option
agreements under the Plan, and to make all other determinations
deemed necessary or advisable for the administration of the Plan,
provided, however, that with respect to those eligible Employees
who are not "officers" of the Corporation, within the meaning of
Section 16(b) of the Exchange Act, the Committee may delegate to
any person or persons ("Subcommittee") all or any part of its
authority as set forth in (i) through (x) above. All references
in the Plan to the powers of a Subcommittee to act for the
Committee shall be applicable only to the extent consistent with
the foregoing provision and only to the extent consistent with
the powers which have actually been delegated to it. All
decisions, determinations and interpretations of the Committee,
or Subcommittee, to the extent consistent with such delegation,
shall be final and binding.
ARTICLE IV. SHARES SUBJECT TO PLAN
The maximum number of Shares that may be made subject to
Options granted pursuant to the Plan is 500,000 (750,000 shares
following the three-for-two stock split paid 1/15/95) (or the
number and kind of Shares or other securities which are
substituted for those Shares or to which those Shares are
adjusted pursuant to the provisions of Article VIII of the Plan),
except that the maximum shall be reduced by the number of Shares
granted after December l, 1994 under the HUBCO, Inc. Restricted
Stock Plan. The maximum number of Shares with respect to which
Options may be granted to any one person during the term of the
Plan shall not exceed 175,000 (262,500 following the three-for-
two stock split paid 1/15/95), except as such number of Shares
shall be adjusted in accordance with the provision of Article
VIII hereof. The Corporation shall reserve such number of Shares
for the purposes of the Plan out of its authorized but unissued
shares, or out of Shares held in the Corporation's treasury, or
partly out of each, as shall be determined by the Board. No
fractional Shares shall be issued with respect to Options granted
under the Plan.
In the event that any outstanding Option under the Plan for
any reason expires, is terminated, forfeited or is cancelled
prior to the expiration date of the Plan, the Shares called for
by the unexercised portion of such Option may, to the extent
permitted by Rule 16b-3 under the Exchange Act, again be subject
to an Option under the Plan.
ARTICLE V. ELIGIBILITY FOR AWARD OF OPTIONS
The Committee may designate any officer of the Corporation,
any group or divisional officer, and any other key Employee of
the Corporation as eligible to receive Options under the Plan.
Non-employee directors shall not be eligible to participate in
the Plan.
ARTICLE VI. GRANT OF OPTIONS
The Committee or Subcommittee may in its sole discretion
grant Options to such officers and key Employees of the
Corporation as it determines appropriate consistent with Article
V. Options shall be evidenced by Option agreements (which need
not be identical) in such forms as the Committee may from time to
time approve.
Option agreements shall conform to the terms and conditions
of the Plan. Such agreements may provide that the grant of any
Option under the Plan, or that Stock acquired pursuant to the
exercise of any Option, shall be subject to such other conditions
(whether or not applicable to the Option or Stock received by any
other optionee) as the Committee determines appropriate,
including, without limitation, provisions conditioning exercise
upon the occurrence of certain events or performance or the
passage of time, provisions to assist the optionee Participant in
financing the purchase of Stock through the exercise of Options,
provisions for forfeiture, or restrictions on resale or other
disposition, of shares acquired under the Plan, provisions giving
the Corporation the right to repurchase shares acquired under the
Plan in the event the Participant elects to dispose of such
shares, and provisions to comply with federal and state
securities laws and federal and state income tax and other
payroll tax withholding requirements. Options granted under this
Plan which are intended to qualify as Incentive Options shall be
specifically designated as such in the Option agreement.
6.1 Option Price. The exercise price for each Option
granted under the Plan shall be determined by the Committee or
Subcommittee; provided, however, that it shall not be less than
the fair market value of the Stock on the date of grant. The
fair market value shall be deemed for all purposes of the Plan to
be the mean between the highest and lowest sale prices reported
as having occurred on any Exchange with which the Stock may be
listed and traded on the date chosen to determine such fair
market value, or, if there are no such sales on that date, then
on the last preceding date on which such a sale was reported. If
the Stock is not listed on any exchange but the Stock is quoted
on the National Market System of the National Association of
Securities Dealers Automated Quotation (NASDAQ) System on a last
sale basis, then the fair market value of the Stock shall be
deemed to be the mean between the high and low price reported on
the date of grant valuation. If the Stock is not quoted on the
NASDAQ on a last sale basis, then the fair market value of the
Stock shall mean the amount determined by the Board to be the
fair market value based upon a good faith attempt to value the
Stock accurately and computed in accordance with applicable
regulations of the Internal Revenue Service.
6.2 Exercisability and Terms of Options. The Committee or
Subcommittee shall determine the dates after which Options may be
exercised, in whole or in part, and may establish a vesting
schedule that must be satisfied before Options may be exercised;
provided, however, that no Option may be exercisable within six
months of the date it is granted. If an Option is exercisable in
installments, installments which are exercisable and not
exercised shall remain exercisable.
Subject to Section 6.7 in the case of Incentive Options,
all Options shall have a term of no more than ten years from the
date of grant; provided, however, that upon the Termination of
Service of a Participant, Options that have not become
exercisable before the date the Participant Terminates Service
shall be forfeited and terminated immediately. Without limiting
the foregoing, no Option shall be exercisable after the date of
termination, if the Termination of Service is by the Corporation
or any Subsidiary for Cause.
If a Participant shall Terminate Service by reason of his
death or Disability, all vested Options held by such Participant
may be exercised by the Participant, his estate or beneficiary,
or his representative, as the case may be, for a period of six
months from the date of such Termination, or until the expiration
of the stated term of such Option, whichever period is shorter.
If a Participant shall Terminate Service by reason of Retirement,
voluntary resignation or dismissal without Cause, all vested
Options held by such Participant may be exercised for a period of
sixty (60) days from the date of Termination or until the expira-
tion of the stated term of such Option, whichever period is
shorter.
In the event of a Change In Control, any Option granted
under the Plan to a Participant which has not, as of the date of
the Change In Control, become exercisable shall become fully
exercisable.
6.3 Nontransferability of Option Rights. No Option shall
be transferable except by will or the laws of descent and
distribution, and then shall be limited by Section 6.2. During
the lifetime of the Participant, the Option shall be exercisable
only by him. The Committee may, however, in its sole discretion,
allow for transfers of Nonqualified Options to family members,
subject to such conditions or limitations as it may establish to
ensure compliance with Rule 16b-3 promulgated pursuant to the
Exchange Act, or for other purposes.
6.4 No Obligation to Exercise Option. The grant of an
Option shall impose no obligation on the Participant to exercise
such Option.
6.5 Cancellation of Options. The Committee, or
Subcommittee, in its discretion, may, with the consent of any
Participant, cancel any outstanding Option.
6.6 No Rights As A Stockholder. A Participant or a trans-
feree of an Option shall have no rights as a stockholder with
respect to any Share covered by his Option until he shall have
become the holder of record of such Share, and he shall not be
entitled to any dividends or distributions or other rights in
respect of such Share for which the record date is prior to the
date on which he shall have become the holder of record thereof.
6.7 Special Provisions Applicable to Incentive Options. To
the extent the aggregate fair market value (determined as of the
time the Option is granted) of the Stock with respect to which
any Options granted hereunder which are intended to be Incentive
Options may be exercisable for the first time by the Participant
in any calendar year (under this Plan or any other stock option
plan of the Corporation or any parent or Subsidiary thereof)
exceeds $100,000, such Options shall not be considered Incentive
Options.
No Incentive Option may be granted to an individual who, at
the time the Option is granted, owns directly, or indirectly
within the meaning of Section 424(d) of the Code, stock
possessing more than 10 percent of the total combined voting
power of all classes of stock of the Corporation or of any parent
or Subsidiary thereof, unless such Option (i) has an Option price
of at least 110 percent of the fair market value of the Stock on
the date of the grant of such option; and (ii) cannot be
exercised more than five years after the date it is granted.
Each Participant who receives an Incentive Option must
agree to notify the Corporation in writing immediately after the
Participant makes a disqualifying disposition of any Stock
acquired pursuant to the exercise of an Incentive Option. A
disqualifying disposition is any disposition (including any sale)
of such Stock before the later of (i) two years after the date
the optionee Participant was granted the Incentive Option or (ii)
one year after the date the Participant acquired Stock by
exercising the Incentive Option. Any transfer of ownership to a
broker or nominee shall be deemed to be a disposition unless the
Participant provides proof satisfactory to the Committee of his
continued beneficial ownership of the Stock.
Any other provision of the Plan to the contrary notwith-
standing, no Incentive Option shall be granted after the date
which is ten years from the date this Plan is adopted, or the
date the Plan is approved by the stockholders, whichever is
earlier.
ARTICLE VII. EXERCISE OF OPTION
Any Option may be exercised in whole or in part at any time
subsequent to such Option becoming exercisable during the term of
such Option; provided, however, that each partial exercise shall
be for whole Shares only. Each Option, or any exercisable
portion thereof, may only be exercised by delivery to the
Secretary or his office of (i) notice in writing signed by the
Participant (or other person then entitled to exercise such
Option) that such Option, or a specified portion thereof, is
being exercised; (ii) payment in full for the purchased Shares
(as specified in Section 7.2 below); (iii) such representations
and documents as are necessary or advisable to effect compliance
with all applicable provisions of Federal or state securities
laws or regulations; (iv) in the event that the Option or portion
thereof shall be exercised pursuant to Section 6.3 by any person
or persons other than the Participant, appropriate proof of the
right of such person or persons to exercise the Option or portion
thereof; and (v) full payment to the Corporation of all amounts
which, under federal or state law, it is required to withhold
upon exercise of the Option.
7.1 Share Certificates. Upon receiving notice and payment,
the Corporation will cause to be delivered to the Participant, as
soon as practicable, a certificate in the Participant's name for
the Shares purchased. The Shares issuable and deliverable upon
the exercise of a Stock Option shall be fully paid and non-
assessable. The Corporation shall not be required to issue or
deliver any certificate or certificates for Shares purchased upon
the complete or partial exercise of the Stock Option prior to
fulfillment of (i) the completion of any registration or other
qualification of such Shares under any federal or state law or
under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body which may
be necessary or advisable; and (ii) the obtaining of any approval
or other clearance from any federal or state governmental agency
which may be necessary or advisable.
7.2 Payment For Shares. Payment for Shares purchased under
an Option granted hereunder shall be made in full upon exercise
of the Option, by certified or bank cashier's check payable to
the order of the Corporation or, unless otherwise prohibited by
the terms of an Option agreement, by one or more of the
following: (i) in the form of unrestricted Shares already owned
by the Participant based in any such instance on the fair market
value of the Stock on the date the Option is exercised; provided,
however, that, in the case of an Incentive Option, the right to
make a payment in the form of already owned Shares may be
authorized only at the time the Option is granted; (ii) by
delivering a properly executed exercise notice to the
Corporation, together with a copy of irrevocable instructions to
a broker to deliver promptly to the Corporation the amount of
sale or loan proceeds to pay the purchase price; (iii) by a
combination thereof, in each case in the manner provided in the
Option agreement; or (iv) by any other means acceptable to the
Corporation. To facilitate the foregoing, the Corporation may
enter into agreements for coordinated procedures with one or more
brokerage firms. To the extent the Option exercise price may be
paid in Shares as provided above, Shares delivered by the
Participant may be (i) shares which were received by the
Participant upon exercise of one or more Incentive Options, but
only if such Shares have been held by the Participant for at
least the greater of (a) two years from the date the Incentive
Options were granted or (b) one year after the transfer of Shares
to the Participant, or (ii) shares which were received by the
Participant upon exercise of one or more Nonqualified Options,
but only if such Shares have been held by the Participant for at
least six months.
7.3 Share Withholding. The Committee shall require that a
Participant pay to the Corporation, at the time of exercise of a
Nonqualified Option, such amount as the Committee deems necessary
to satisfy the Corporation's obligation to withhold federal or
state income or other taxes incurred by reason of the exercise or
the transfer of Shares thereupon. A Participant may satisfy such
withholding requirements by having the Corporation withhold from
the number of Shares otherwise issuable upon exercise of the
Option that number of shares having an aggregate fair market
value on the date of exercise equal to the minimum amount
required by law to be withheld; provided, however, that in the
case of an exercise by a Participant subject to Section 16(b) of
the Exchange Act, the Participant must (i) exercise the Option
during the period beginning on the third business day following
the date of release to the press of the quarterly or annual
summary of earnings for the Corporation, and ending on the
twelfth business day following such date, or (ii) irrevocably
elect to utilize Share withholding at least six months prior to
the date of exercise.
ARTICLE VIII. ADJUSTMENT FOR RECAPITALIZATION, ETC.
The aggregate number of Shares which may be purchased
pursuant to Options granted, the number of Shares covered by each
outstanding Option, and the price per share thereof in each such
Option shall be appropriately adjusted for any increase or
decrease in the number of outstanding Shares resulting from a
stock split or other subdivision or consolidation of Shares or
for other capital adjustments or payments of stock dividends or
distributions, other increases or decreases in the outstanding
Shares effected without receipt of consideration by the
Corporation, or reorganization, merger or consolidation, or other
similar change affecting the Shares.
Such adjustment to an Option shall be made without a change
to the total price applicable to the unexercised portion of the
Option (except for any change in the aggregate price resulting
from rounding-off of Share quantities or prices). Any such
adjustment made by the Committee shall be final and binding upon
all Participants, the Corporation, their representatives, and all
other interested persons. No fractional Shares shall be issued
as a result of such adjustment.
In the event of a Change in Control involving (i) the
liquidation or dissolution of the Corporation, (ii) a merger or
consolidation in which the Corporation is not the surviving
corporation or (iii) the sale or disposition of all or substan-
tially all of the Corporation's assets, provision shall be made
in connection with such transaction for the assumption of Options
theretofore granted under the Plan, or the substitution for such
Options of new options of the successor corporation, with appro-
priate adjustment as to the number and kind of Shares and the
purchase price for Shares thereunder, or, in the discretion of
the Committee, the Plan and the Options issued hereunder shall
terminate on the effective date of such transaction if
appropriate provision is made for payment to the Participant of
an amount in cash equal to the fair market value of the Options
less the exercise price for such Options.
ARTICLE IX. GOVERNMENT REGULATIONS AND REGISTRATION OF SHARES
The Plan, and the grant and exercise of Options thereunder,
and the Corporation's obligation to sell and deliver stock under
such Options, shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any
regulatory or governmental agency as may be required.
Each Option is subject to the requirement that if, at any
time, the Committee determines, in its absolute discretion, that
the listing, registration or qualification of Shares issuable
pursuant to the Plan is required by any securities exchange or
NASDAQ or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance
of Shares, no Shares shall be issued, in whole or in part, unless
such listing, registration, qualification, consent or approval
has been effected or obtained, free of any conditions not
acceptable to the Committee. The Corporation shall not be
deemed, by reason of the granting of any Option, to have any
obligation to register the Shares subject to such Option under
the Securities Act or to maintain in effect any registration of
such Shares which may be made at any time under the Securities
Act.
Unless a registration statement under the Securities Act
and the applicable rules and regulations thereunder is then in
effect with respect to Shares issued upon exercise of any Option
(which registration shall not be required), the Corporation shall
require that the offer and sale of such shares be exempt from the
registration provisions of said Act. In furtherance of such
exemption, the Corporation may require, as a condition precedent
to the exercise of any Option, that the person exercising the
Option give to the Corporation written representation and
undertaking, satisfactory in form and substance to the
Corporation, that he is acquiring the Shares for his own account
for investment and not with a view to the distribution or resale
thereof and otherwise establish to the Corporation's satisfaction
that the offer or sale of the Shares issuable upon exercise of
the Option will not constitute or result in any breach or
violation of the Securities Act or any similar state act or
statute or any rules or regulations thereunder. In the event a
Registration Statement under the Securities Act is not then in
effect with respect to the Shares issued upon exercise of an
Option, the Corporation shall place upon any stock certificate an
appropriate legend referring to the restrictions on disposition
under the Act.
The Corporation is relieved from any liability for the non-
issuance or non-transfer or any delay in issuance or transfer of
any Shares subject to Options under the Plan which results from
the inability of the Corporation to obtain, or in any delay in
obtaining, from any regulatory body having jurisdiction, all
requisite authority to issue or transfer Shares upon exercise of
the Options under the Plan if counsel for the Corporation deems
such authority necessary for lawful issuance or transfer of any
such Shares. Appropriate legends may be placed on the stock
certificates evidencing Shares issued upon exercise of Options to
reflect such transfer restrictions.
ARTICLE X. OTHER PROVISIONS
The validity, interpretation and administration of the Plan
and any rules, regulations, determinations or decisions made
thereunder, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be
determined exclusively in accordance with the laws of the State
of New Jersey.
As used herein, the masculine gender shall include the
feminine gender.
The headings in the Plan are for reference purposes only
and shall not affect the meaning or interpretation of the Plan.
All notices or other communications made or given pursuant
to this Plan shall be in writing and shall be sufficiently made
or given if hand-delivered or mailed by certified mail, addressed
to any Participant at the address contained in the records of the
Corporation or to the Corporation at its principal office.
The proceeds received from the sale of Shares pursuant to
the Plan shall be used for general corporate purposes.
Nothing in the Plan or in any Option granted hereunder
shall confer on any Participant or eligible Employee any right to
continue in the employ of the Corporation or any of its Sub-
sidiaries, or to interfere in any way with the right of the
Corporation or any of its Subsidiaries to terminate such
Participant's or Employee's employment at any time.
The Plan is intended to comply with Rule 16b-3 promulgated
under the Exchange Act, and the Committee shall interpret and
administer the provisions of the Plan or any Option in a manner
consistent therewith. Any provisions inconsistent with such Rule
shall be inoperative and shall not affect the validity of the
Plan.
All expenses and costs incurred in connection with the
operation of the Plan shall be borne by the Corporation.
The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Corporation.
Nothing in this Plan shall be construed to limit the right of the
Corporation (i) to establish, alter or terminate any other forms
of incentives, benefits or compensation for Employees of the
Corporation, including, without limitation, conditioning the
right to receive other incentives, benefits or compensation on an
Employee not participating in this Plan; or (ii) to grant or
assume options otherwise than under this Plan in connection with
any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the
acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock, or assets of any corporation,
firm or association.
Participants shall have no rights as shareholders unless
and until certificates for Shares are registered in their names
in satisfaction of a properly exercised Option.
If the Committee or Subcommittee shall find that any person
to whom any amount is payable under the Plan is unable to care
for his affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or his estate
(unless a prior claim therefore has been made by a duly appointed
legal representative), may, if the Committee or Subcommittee so
directs the Corporation, be paid to his spouse, child, relative,
an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient
on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the
Committee and the Corporation therefore.
ARTICLE XI. EFFECTIVE DATE AND EXPIRATION DATE OF PLAN
The Plan is effective as of December 13, 1994, subject to
approval by the stockholders of the Corporation in a manner which
complies with Rule 16b-3 under the Exchange Act and Section 422
of the Code and applicable state law. The expiration date of the
Plan, after which no Option may be granted hereunder, shall be
December 12, 2005.
ARTICLE XII. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board may, without the consent of the Corporation's
stockholders or Participants under the Plan, at any time
terminate the Plan entirely, and at any time or from time to time
amend or modify the Plan, provided that no such action shall
adversely affect Options theretofore granted hereunder without
the Participant's consent, and provided further that no such
action by the Board, without approval of the stockholders, may
(i) increase the total number of Shares which may be purchased or
acquired pursuant to Options granted under the Plan, either in
the aggregate or for any Participant or eligible Employee, except
as contemplated in Article VIII; (ii) expand the class of
employees eligible to receive Options under the Plan; (iii)
decrease the minimum Option price; (iv) extend the maximum term
of Options granted hereunder; (v) extend the term of the Plan; or
(vi) take any other action requiring stockholder approval under
Rule 16b-3 under the Exchange Act.
No amendment or modification may become effective if it
would cause the Plan to fail to meet the applicable requirements
of Rule 16b-3. Notwithstanding anything herein to the contrary,
no provision of the Plan shall be amended more than once every
six months, other than to comport with changes in the Code, the
Exchange Act or the rules thereunder.
ARTICLE XIII. SHAREHOLDER APPROVAL
Anything in the Plan to the contrary notwithstanding, the
grant of Options hereunder shall be of no force or effect, and no
Option granted hereunder shall vest or become exercisable in any
respect, unless and until the Plan is approved by the affirmative
vote of a majority of the shares outstanding within 12 months
after December 13, 1994.
As adopted by the Salary and Personnel Committee of the
Board of Directors of HUBCO, Inc. on December 6, 1994 and the
Board of Directors of HUBCO, Inc. on December 13, 1994.
