As filed with the Securities and Exchange Commission on December
19, 1994
Registration No. 33-
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
VALLEY NATIONAL BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------
NEW JERSEY
(STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
----------------------
22-2477875
(I.R.S. EMPLOYER IDENTIFICATION NO.)
----------------------
1445 VALLEY ROAD
WAYNE, NEW JERSEY 07470
201-305-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
1983 INCENTIVE STOCK OPTION PLAN
1991 INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------
GERALD H. LIPKIN, CHAIRMAN & CEO
VALLEY NATIONAL BANCORP
1445 VALLEY ROAD
WAYNE, NEW JERSEY 07470
201-305-8800
(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) 966-8263
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------
Title of
each class
class of
secu- Proposed Proposed
rities Amount maximum maximum
to be to be offering aggregate Amount of
regis- regis- price offering registration
tered tered<F1> per unit<F2> price<F2> fee
- -----------------------------------------------------------------
Common
Stock,
No Par
Value 24,250 $15.35 $372,164 $128
- -----------------------------------------------------------------
<FN>
<F1> This Registration Statement covers, in addition to the
number of share of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the 1983
Incentive Stock Option Plan and the 1991 Incentive Stock Option
Plan (collectively, the "Plans") as a result of the anti-dilution
provisions thereof.
<F2> Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) under the Securities
Act based on the average of the exercise price of the options
exercisable for Registrant's common stock pursuant to the Plans.
</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 DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Valley National Bancorp
(the "Company") with the Securities and Exchange 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, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994.
3. The Company's Current Reports on Form 8-K dated March
25, 1994, July 11, 1994, August 30, 1994, October 19,
1994, October 31, 1994, November 16, 1994 and December
5, 1994.
4. The description of the Company's Common Stock contained
in its current report on Form 8-A, and all subsequent
amendments and reports that are filed updating that
description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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
INDEMNIFICATION. Article VI of the certificate of
incorporation of Valley National Bancorp provides that the corpo-
ration shall indemnify its present and former officers,
directors, employees, and agents and persons serving at its
request against expenses, including attorney's fees, judgments,
fines or amounts paid in settlement, incurred in connection with
any pending or threatened civil or criminal proceeding to the
full extent permitted by the New Jersey Business Corporation Act.
The Article also provides that such indemnification shall not
exclude any other rights to indemnification to which a person may
otherwise be entitled, and authorizes the corporation to purchase
insurance on behalf of any of the persons enumerated against any
liability whether or not the corporation would have the power to
indemnify him under the provisions of Article VI.
The New Jersey Business Corporation Act empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful. For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
(but not his liabilities) incurred in connection with any
proceeding involving the corporate agent by reason of his being
or having been a corporate agent if the agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. However, only the court
in which the proceeding was brought can empower a corporation to
indemnify a corporate agent against expenses with respect to any
claim, issue or matter as to which the agent was adjudged liable
for negligence or misconduct.
The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors, or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding. If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
him the requested indemnification. In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determined he is entitled to indemnification.
EXCULPATION. Article VIII of the certificate of incorpo-
ration of Valley National Bancorp provides:
A director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation
or its shareholders, except that this provision shall not
relieve a director or officer from liability for any breach
of duty based upon an act or omission (i) in breach of such
person's duty of loyalty to the Corporation or its
shareholders, (ii) not in good faith or involving a knowing
violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit. If the New Jersey
Business Corporation Act is amended after approval by the
shareholders of this provision to authorize corporate
action further eliminating or limiting the personal
liability of directors or officers, then the liability of a
director and/or officer of the Corporation shall be
eliminated or limited to the fullest extent permitted by
the New Jersey Business Corporation Act as so amended.
Any repeal or modification of the foregoing paragraph
by the shareholders of the Corporation or otherwise shall
not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such
repeal or modification.
The New Jersey Business Corporation Act, as it affects
exculpation, has not been changed since the adoption of this
provision by Valley National Bancorp in 1987.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto).
99.1 1991 Incentive Stock Option Plan.
99.2 1983 Incentive Stock Option Plan.
<PAGE>
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:
(i) 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 deeded to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wayne, State of New Jersey, on the
13th day of December, 1994.
VALLEY NATIONAL BANCORP
By: /s/ GERALD H. LIPKIN
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
/s/ GERALD H. LIPKIN Chairman of the December 13, 1994
- ------------------------ Board and Director
Gerald H. Lipkin (Chief Executive
Officer)
/s/ PETER SOUTHWAY President and December 13, 1994
- ------------------------ Chief Operating
Peter Southway Officer (Princi-
pal Financial
Officer and
Director
/s/ ALAN D. ESKOW Corporate Secre- December 13, 1994
- ------------------------ tary and Senior
Alan D. Eskow Vice President
(Principal
Accounting
Officer)
/s/ PAMELA BRONANDER Director December 13, 1994
- ------------------------
Pamela Bronander
/s/ JOSEPH COCCIA, JR. Director December 13, 1994
- ------------------------
Joseph Coccia, Jr.
/s/ AUSTON C. DRUKKER Director December 13, 1994
- ------------------------
Austin C. Drukker
/s/ THOMAS P. INFUSINO Director December 13, 1994
- ------------------------
Thomas P. Infusino
/s/ GERALD KORDE Director December 13, 1994
- ------------------------
Gerald Korde
/s/ ROBERT L. MARCALUS Director December 13, 1994
- ------------------------
Robert L. Marcalus
Director December 13, 1994
- ------------------------
Robert E. McEntee
/s/ SAM P. PINYUH Director December 13, 1994
- ------------------------
Sam P. Pinyuh
/s/ RUBIN RABINOWITZ Director December 13, 1994
- ------------------------
Rubin Rabinowitz
/s/ ROBERT RACHESKY Director December 13, 1994
- ------------------------
Robert Rachesky
/s/ BARNETT RUKIN Director December 13, 1994
- ------------------------
Barnett Rukin
/s/ RICHARD F. TICE Director December 13, 1994
- ------------------------
Richard F. Tice
/s/ LEONARD J. Director December 13, 1994
VORCHEIMER
- ------------------------
Leonard J. Vorcheimer
/s/ JOSEPH L. VOZZA Director December 13, 1994
- ------------------------
Joseph L. Vozza
/s/ ANDREW ABRAMSON Director December 13, 1994
- ------------------------
Andrew Abramson
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 5
Opinion of Pitney, Hardin, Kipp & Szuch
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
Exhibit 23.2
Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto)
Exhibit 99.1
1991 Incentive Stock Option Plan
Exhibit 99.2
1983 Incentive Stock Option Plan
<PAGE>
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
MAIL P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
December 16, 1994
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07474-0558
Re: Registration Statement on Form S-8
for Shares of Common Stock issuable
pursuant to options granted under the
1991 Incentive Stock Option Plan
and 1983 Incentive Stock Option Plan
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Valley National
Bancorp (the "Corporation") 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 Corporation, no par value (the "Shares")
issuable pursuant to options granted under the Corporation's 1991
Incentive Stock Option Plan and 1983 Incentive Stock Option Plan
(the "Plans").
We have also examined originals, or copies certified or
otherwise identified to our satisfaction, of the Plans, of the
Certificate of Incorporation and By-laws of the Corporation, as
currently in effect, and relevant resolutions of the Board of
Directors of the Corporation; 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 "Prospectus"), the Shares will be legally issued,
fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of
the United States and the laws of the State of New Jersey, and we
are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We consent to use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ PITNEY, HARDIN, KIPP & SZUCH
EXHIBIT 23.1
KPMG PEAT MARWICK LLP LETTERHEAD
150 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NEW JERSEY 07078
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Valley National Bancorp:
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Valley National Bancorp of our report
dated January 20, 1994, relating to the consolidated statements
of financial condition of Valley National Bancorp and
subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the years in the three-year
period ended December 31, 1993, which report appears in he
December 31, 1993 Annual Report on Form 10-K of Valley National
Bancorp.
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
December 16, 1994
Exhibit 99.1
ROCK FINANCIAL CORPORATION
1991 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the Incentive Stock Option
Plan (1991) (hereinafter called the "Plan"), is to promote the
interests of Rock Financial Corporation (hereinafter called the
"Holding Company"), by affording an incentive to certain officers
and key management employees of the Holding Company and Rock Bank
(hereinafter called the "Company") to remain in the employ of the
Company and to use their best efforts in its behalf; and further
to aid the Company in attracting, maintaining and developing
capable management personnel of a caliber required to insure the
Company's continued success, by means of an offer to such persons
of an opportunity to acquire or increase their proprietary
interest in the Holding Company through the granting of options
to purchase the Holding Company's stock pursuant to the terms of
this Plan.
2. Shares Subject to Plan. (a) The shares to be delivered
upon exercise of options granted under the Plan shall be made
available, at the discretion of the Board of Directors, from the
authorized unissued shares of the Holding Company's par value
Common Stock or from shares of par value Common Stock reacquired
by the Holding Company, including shares purchased in the open
market.
(b) Subject to adjustments made pursuant to provisions of
Section 13, the aggregate number of shares which may be issued
upon exercise of all options which may be granted under the Plan
shall not exceed 80,000 shares of the par value Common Stock of
the Holding Company.
(c) In the event that any option granted under the Plan
expires or terminates for any reason whatsoever without having
been exercised in full, the shares subject to, but not delivered
under, such option shall become available for other options to
the same employee or other employees without decreasing the
aggregate number of shares which may be granted under the Plan;
or shall be available for any lawful corporate purpose.
(d) More than one option may be granted to an optionee
pursuant to this Plan.
3. Option Agreements. (a) Each option under the Plan
shall be evidenced by an option agreement, which shall be signed
by an officer of the Holding Company and by the employee and
which shall contain such provisions as may be approved by the
Committee (as defined in Section 4).
(b) The option agreements shall constitute binding
contracts between the Holding Company and the optionee and every
optionee, upon acceptance of such option agreement, shall be
bound by the terms and restrictions of this Plan and of the
option agreement.
(c) The terms of the option agreement shall be in
accordance with this Plan, but may include additional provisions
and restrictions, provided that the same are not inconsistent
with the Plan.
4. Administration. The Board of Directors of the Holding
Company shall appoint an option committee (hereinafter called the
"Committee"), to administer the Plan, which Committee shall
include not less than three members of the Board of the Holding
Company, to serve at the pleasure of the Board. The Committee
shall have full power and authority to construe, interpret, and
administer the Plan and may from time to time adopt such rules
and regulations for carrying out this Plan as it may deem proper
and in the best interests of the Company. Subject to the terms,
provisions, and conditions of the Plan, the Committee shall have
exclusive jurisdiction (i) to select the key employees to whom
options shall be granted, (ii) to determine the number of shares
subject to each option, (iii) to determine the time or times when
options will be granted, (iv) to determine the option price of
the shares subject to each option, (v) to determine the time when
each option may be exercised, (vi) to fix such other provisions
of the option agreement as the Committee may deem necessary or
desirable consistent with the terms of this Plan, and (vii) to
determine all other questions relating to the administration of
the Plan. The interpretation of any provisions of this Plan by
the Committee shall be final, conclusive, and binding upon all
persons and the Board of Directors shall place into effect the
determination of the Committee.
5. Eligibility. Key employees of the Company, the Holding
Company, and any of its subsidiaries, including officers and
directors who are salaried employees shall be eligible to receive
options. The fact that an employee has been granted an option
under this Plan shall not in any way affect or qualify the right
of the employer to terminate his employment at any time. Nothing
contained in this Plan shall be construed to limit the right of
the Company to grant options otherwise than under the Plan for
any proper and lawful corporate purpose, including but not
limited to options granted to key employees. Key employees to
whom options may be granted under the Plan will be those selected
by the Committee from time to time who, in the sole discretion of
the Committee, have contributed in the past or who may be
expected to contribute materially in the future to the successful
performance of the Company.
6. Option Price. The price at which shares of stock may
be purchased under an option granted pursuant to this Plan shall
be determined by the Committee but shall not be less than 100
percent of fair market value of such shares on the date that the
option is granted, such fair market value to be determined by,
and in accordance with procedures to be established by, the
Committee. For all purposes of this Plan, the fair market value
shall be the highest closing price of the stock on an established
stock exchange on the day the option is granted, or if no sale of
the stock shall have been made on any stock exchange on that day,
on the next preceding day on which there was a sale of such
stock. The option price will be subject to adjustments in
accordance with provisions of Section 10 herein.
7. Exercise of options. (a) Subject to the provisions of
the Plan with respect to termination of employment under Section
9 herein, the period during which each option may be exercised
shall be fixed by the Committee at the time such option is
granted, but such period shall expire not later than ten years
from the date the option is granted.
(b) Each option granted under the Plan may be exercised
only during the continuance of the optionee's employment with the
Company or one of its subsidiaries. Subject to the foregoing
limitations and the terms and conditions of the option agreement,
each option shall be exercisable in whole or in part in install-
ments at such time or times as the Committee may prescribe and
specify in the applicable option agreement.
(c) No shares shall be delivered pursuant to any exercise
of an option until the requirements of such laws and regulations
as may be deemed by the Committee to be applicable to them are
satisfied and until payment in full in cash of the option price
for them is received by the Holding Company. No optionee, or the
legal representative, legatee, or distributee of an optionee,
shall be deemed to be a holder of any shares subject to any
option unless and until the certificate or certificates for them
have been issued.
8. Ten-percent owners. Notwithstanding the provisions of
paragraphs 6 and 7, above, the following terms and conditions
shall apply to options granted hereunder to a "10-percent owner."
For this purpose, a "10-percent owner" shall mean on optionee
who, at the time the option is granted, owns stock possessing
more than 10 percent of the total combined voting power of all
classes of stock of the Holding Company or of any subsidiary
thereof. With respect to a 10-percent owner:
(a) the price at which shares of stock may be purchased
under an option granted pursuant to this Plan shall be not less
than 110 percent of the fair market value thereof, said fair
market value being determined in the manner described at
paragraph 6, above; and
(b) the period during which any such option may be
exercised, to be fixed by the Committee in the manner described
at paragraph 7 above, shall expire not later than five years from
the date the option is granted.
9. Annual limit on grant and exercise. Options shall not
be granted to any individual pursuant to this Plan, the effect of
which would be to permit such person to first exercise options,
in any calendar year, for the purchase of shares having a fair
market value in excess of $100,000 (determined at the time of the
grant of the options in the manner described at paragraph 6,
above). An optionee hereunder may exercise options for the
purchase of shares valued in excess of $100,000 (determined at
the time of grant of the options in the manner described at
paragraph 6, above) in a calendar year, but only if the right to
exercise such options shall have first become available in prior
calendar years.
10. Other terms and conditions. Any option granted
hereunder shall contain such other and additional terms, not
inconsistent with the terms of this Plan, which are deemed
necessary desirable by the Committee, which such terms together
with the terms of this Plan, shall constitute such option as an
"Incentive Stock Option" within the meaning of Section 422A of
the 1986 Internal Revenue Code and lawful regulations thereunder.
11. Transferability of options. An option granted under
the Plan may not be transferred except by will or the laws of
descent or distribution, and during the lifetime of the employee
to whom granted, may be exercised only by such employee.
12. Termination of employment. In the event that
employment of an optionee by the Company or any subsidiary is
terminated for any reason other than death, an option granted
hereunder shall be exercisable by the optionee at any time prior
to the expiration date of the option or within three months after
the date of such termination, whichever is earlier, but only to
the extent the optionee had the right to exercise such option at
the date of such termination. In the event of the death of an
optionee while in the employ of the Company (or within three
months after termination of employment by reasons of retirement
with the consent of the Company), his option shall be exercisable
by the person or persons to whom such optionee's rights pass by
will or by the laws of descent and distribution at any time prior
to the expiration date of the option or within three months after
the date of such death, whichever is earlier, but only to the
extent the optionee had the right to exercise such option on the
date of his death.
13. Capital adjustments affecting stock. In the event of a
capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or
exchange of shares, the number of shares of stock subject to this
Plan and the number of shares under option shall be adjusted
consistent with such capital adjustment. The price of any share
under option shall be adjusted so that there will be no change in
the aggregate purchase price payable under exercise of any such
option. The granting of an option pursuant to this Plan shall
not affect in any way the right or power of the Holding Company
to make adjustments, reorganizations, reclassifications, or
changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any
part of its business or assets.
14. Amendments, suspension or termination. The Board of
Directors of the Holding Company shall have the right, at any
time, to amend, suspend or terminate the Plan in any respect
which it may deem to be in the best interests of the Holding
Company, provided, however, no amendments shall be made in the
Plan without the approval of the stockholders of the Holding
Company which:
(a) Increase the total number of shares for which options
may be granted under this Plan for all key employees or for any
one of them except as provided in Section 13;
(b) Change the minimum purchase price for the optioned
shares, except as provided in Section 13;
(c) Affect outstanding options or any unexercised rights
thereunder, except as provided in Section 7;
(d) Extend the option period provided in Section 7; or
(e) Extend the termination date of the Plan.
15. Effective date, term, and approval. Subject to the
approval of the stockholders of the Company at the Annual Meeting
in 1991, the Plan shall take effect on July 1, 1991. This Plan
will terminate on June 30, 2001 and no options may be granted
under the Plan after that date, unless an earlier termination
date after which no options may be granted under the Plan is
fixed by action of the Board of Directors of the Holding Company,
by any option granted prior thereto may be exercised in
accordance with its terms. The Plan and all options granted
pursuant to it are subject to all laws, approvals, requirements
and regulations of any governmental authority which may be
applicable thereto and, notwithstanding any provisions of the
Plan or option agreement, the holder of an option shall not be
entitled to exercise his option nor shall the Holding Company be
obligated to issue any shares to the holder if such exercise or
issuance shall constitute a violation by the holder or the
Holding Company of any provisions of any such approval
requirements, law or regulation.
EXHIBIT 99.2
1983
ROCK FINANCIAL CORPORATION
INCENTIVE STOCK OPTION PLAN
1. PURPOSE. The purpose of this stock option plan ("the
Plan") is to assist Rock Financial Corporation (the "Holding
Company") in retaining and developing strong management by pro-
viding a means whereby officers and other employees of the
Holding Company, North Plainfield State Bank (the "Bank"), and
any other subsidiary of the Holding Company will be given an
opportunity to purchase stock in the Holding Company. The
options granted hereunder are intended by the Holding Company to
qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code").
2. ADMINISTRATION.
A. The Plan shall be administered by a committee appointed
by the Board of Directors of the Holding Company (the
"Committee"). The Committee shall consist of not less than three
members of the Holding Company's Board of Directors. The Board
of Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee shall be
filled by the Board of Directors. No member of the Committee
shall be eligible to receive an option under the Plan. The
Committee shall from time to time at its discretion make
recommendations to the Board of Directors with respect to the
employees who shall be granted options and the amount of stock to
be optioned to each.
B. The Committee shall have the power, subject to and
within the limits of the express provisions of the Plan,
(1) To make recommendations to the Board of Directors
from time to time as to which of the eligible persons shall
be granted options under the Plan, and the time or times
when, and the number of shares for which an option or
options shall be granted to each of them, including the
terms and provisions of each option to be granted.
(2) To construe and interpret the Plan and options
granted under it, and to establish, amend and revoke rules
and regulations for its administration. The Committee in
the exercise of this power may correct any defect, or
supply any omission, or reconcile any inconsistency in the
Plan, or in any option agreement, in a manner and to the
extent it shall deem necessary or expedient to make the
Plan fully effective; and
(3) To determine all questions of policy and
expediency that may arise in the administration of the
Plan.
C. This paragraph 2 relating to administration may be
amended by the Board of Directors from time to time as may be
desirable to satisfy any requirements of or under the federal
securities and/or other applicable laws of the United States, or
to obtain any exemption under such laws.
3. SHARES SUBJECT TO THE PLAN.
A. Subject to the provisions of paragraph 7 (relating to
adjustments upon changes in stock), the stock which may be sold
pursuant to options granted under the Plan, shall not exceed, in
the aggregate, 6,519 shares of the Holding Company's authorized
but unissued common stock, which shall represent no more than 5%
of the common stock now outstanding and which shall include the
number of shares for which options were granted pursuant to any
predecessor of this Plan including the Bank's Stock Option Plan.
If any options granted under the Plan shall for any reason
terminate or expire without having been exercised in full, the
stock not purchased under such options shall be available again
for the purposes of this Plan.
B. No option may be granted under the Plan if such grant,
together with any applicable prior grant, would exceed any
maximum established under the Code for incentive stock options
that may be granted to a single employee. Should it be
determined that any options granted under the Plan exceed such
maximum, the option shall be null and void to the extent, but
only to the extent, of such excess. At present the Code provides
that the aggregate fair market value (determined as of the time
the option is granted) of the stock for which any employee may be
granted incentive stock options in any calendar year under all
plans of the Holding Company and any parent and subsidiary
corporations shall not exceed $100,000 plus any unused limit
carryover (as described in Code Section 422A(c)(4)) to such year.
4. ELIGIBILITY.
A. Options may be granted to any officer or other employee
of the Holding Company, the Bank, and any other subsidiary of the
Holding Company in the discretion of the Board of Directors, as
guided by the recommendations of the Committee.
B. Notwithstanding subparagraph A above, no option shall
be granted to any employee who owns, directly or indirectly,
stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Holding
Company, or any parent or subsidiary corporations, unless at the
time such option is granted the option price is at least one
hundred ten percent (110%) of the fair market value of the stock
subject to the option and such option by its terms is not
exercisable after the expiration of 5 years from the date such
option is granted.
5. TERMS OF OPTION AGREEMENTS. Each option agreement
shall be in such form and shall contain such provisions as the
Board of Directors, as guided by the recommendations of the
Committee, from time to time shall deem appropriate. Option
agreements need not be identical, but each option agreement shall
include, by appropriate language, or be subject to, the substance
of all of the following provisions:
A. The purchase price under each option shall in no
instance be less than the greater of par value or 100% of the
fair market value of the stock subject to the option on the date
the option is granted. For purposes of this Plan, during such
time as the stock is not listed upon an established stock
exchange fair market value per share shall be the dealer "ask"
price of stock in the over-the-counter market on the day the
option is granted as reported by L.L. Fane & Company. If the
stock becomes listed upon an established stock exchange or
exchanges such fair market value shall be deemed to be the
highest closing price of the stock on such stock exchange on the
day the option is granted or if no sale of the Holding Company's
stock shall have been made on any stock exchange on that day, on
the next preceding day on which there was a sale of such stock.
B. The purchase price shall be paid to the Holding Company
in cash or certified check.
C. The maximum term of any option shall be ten years from
the date it was granted.
D. An option shall not be transferable except by will or
by the laws of descent and distribution, and during the lifetime
of the person to whom the option is granted, he or she alone may
exercise it.
E. No option under this Plan shall be exercisable while
there is outstanding any incentive stock option which was
granted, before the granting of such option, to such individual
to purchase stock in the Holding Company or in a corporation
which (at the time of the granting of such option) is a parent or
subsidiary corporation of the Holding Company, or in a
predecessor corporation of any such corporations. For purposes
of the preceding sentence, an incentive stock option shall be
treated as "outstanding" until such option is exercised in full
or expires by reason of the lapse of time.
F. An option shall terminate and may not be exercised if
the continuous employment by the Holding Company of the person to
whom it is granted terminates, except as follows:
(1) If continuous employment terminates for any
reason other than death, resignation or cause, the optionee
may exercise the option at any time within three months
after termination of employment.
(2) If continuous employment terminates because of
death, an option may be exercised at any time within nine
(9) months following such death by the decedent's personal
representative or by the person or persons to whom the
decedent's rights under the option shall pass by will or by
the laws of descent or distribution.
G. Neither a person to whom an option is granted nor his
legal representative, heir, legatee, or distributee, shall be
deemed to be the holder of, or to have any other rights of a
holder with respect to any shares subject to such option unless
and until he has exercised his option pursuant to the terms
thereof. Stock to be issued as a result of the exercise of an
option shall be issued as of the first business day following the
date of payment therefor and the optionee shall become a
shareholder of record with respect to such shares as of that
date.
H. No option may be exercised in part if such partial
exercise is of less than 25 shares of stock.
I. Option agreements shall contain such other terms and
provisions as may be necessary to render them incentive stock
options pursuant to Section 422A of the Code and the regulations
thereunder, as the same or any successive statute or regulations
may at the time be in effect.
6. USE OF CASH PROCEEDS FROM STOCK. Cash proceeds from
the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Holding Company.
7. CHANGES IN CAPITAL.
A. If the outstanding common stock of the Holding Company,
shares of which are eligible for the granting of options
hereunder, or subject to options previously granted, shall at any
time be changed or exchanged by declaration of a stock dividend,
split-up, combination of shares, recapitalization, merger or
consolidation in which the Holding Company is the surviving
corporation, the number and kind of shares subject to this Plan
under paragraph 2 or subject to any options previously granted,
and the option prices shall be appropriately and equitably
adjusted so as to maintain the proportionate number of shares
without changing the aggregate option price.
B. In the event of a dissolution or liquidation of the
Holding Company, or a merger or consolidation in which the
Holding Company is not the surviving corporation, any outstanding
options hereunder may be terminated by the Holding Company
provided that each optionee shall, in such event, have the right
immediately prior to such dissolution, liquidation, merger, or
consolidation, to exercise any outstanding, unexpired option in
whole or in part.
8. AMENDMENTS OF THE PLAN OR OPTIONS. The Board of
Directors at any time, and from time to time, may amend the Plan,
and may take such other actions as may be necessary and
appropriate to obtain for the Holding Company or the optionees
the benefit of laws or changes in the law applicable to the Plan
and the optionees, subject to the limitation, however, that
except as provided in paragraph 7 (relating to adjustments upon
changes in stock), no amendment shall be made, except with
approval of stockholders, which will
(1) Increase the number of shares reserved for options
under the Plan; or
(2) Change the designation of the class of employees
eligible to receive options; or
(3) Cause options issued hereunder to fail to meet the
requirements of incentive stock options; or
(4) Amend this paragraph.
The rights and obligations under any option granted before
amendment of the Plan shall not be materially altered or impaired
adversely by such amendment, except by consent of the person to
whom the option was granted.
9. TERMINATION OR SUSPENSION OF THE PLAN. The Board of
Directors at any time may suspend or terminate the Plan. The
Plan, unless sooner terminated, shall terminate ten (10) years
from its effective date. An option may not be granted under the
Plan while the Plan is suspended or after it is terminated.
Rights and obligations under any option granted while the Plan is
in effect shall not be altered or impaired by suspension or
termination of the Plan, except with consent of the person to
whom the option was granted.
10. EFFECTIVE DATE. The Plan shall become effective upon
the effective date of the Plan of acquisition, whereby 100% of
the outstanding shares of common stock of the Bank shall be
exchanged on a one-for-one basis for shares of common stock of
the Holding Company.
