As filed with the Securities and Exchange Commission on March 24,
1994
Registration No.
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 22-2477875
(Jurisdiction of incorporation) (IRS Employer Identification No.)
1445 Valley Road
Wayne, New Jersey 07470
(Address of Principal Executive Offices)
THE VALLEY NATIONAL BANCORP
LONG-TERM STOCK INCENTIVE PLAN
(Full title of the Plan)
Mr. Gerald H. Lipkin, Chairman & Chief Executive Officer
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07470
(201) 305-8800
(Name, address, and telephone number of agent for service)
With a Copy to:
Ronald H. Janis, Esq.
Clapp & Eisenberg, P.C.
One Newark Center
Newark, New Jersey 07102
(201) 642-3900
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum
securi- to be offering aggregate Amount of
ties to be regi- price offering registra-
registered stered(1) per share(2) price(2) tion fee
Common Stock 625,000 $30.06 $18,787,500 $6,478.45
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the Plan as
a result of the anti-dilution provisions thereof.
(2) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act
of 1933, on the basis of the average of the closing high and low
prices for the Registrant's Common Stock on March 22, 1994, as
reported in the Wall Street Journal on March 23, 1994.<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents 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 Registration Statement on Form S-8
(File No. 0-11179) filed with the Securities and Exchange
Commission on November 29, 1989.
2. The Company's Annual Report on Form 10-K for the
year ended December 31, 1992.
3. All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1992.
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
after the date of this Registration Statement and prior to the
filing by the Company of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities remaining unsold at such time, shall also be deemed to
be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 8. List of Exhibits
Exhibits are listed by number corresponding to the
Exhibit Table of Item 601 of Regulation S-K
(5) Opinion of Clapp & Eisenberg, P.C., as to the legality of the
securities being registered.
(23) Consent of KPMG Peat Marwick.
(99) Valley National Bancorp Long-Term Stock Incentive Plan.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, 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
Wayne, State of New Jersey, on the 24th day of March, 1994.
VALLEY NATIONAL BANCORP
By:/s/
Gerald H. Lipkin, Chairman of the
Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Chairman of the March 24, 1994
Gerald H. Lipkin Board, Chief
Executive Offi-
cer & Director
/s/ President and March 24, 1994
Peter Southway Chief Operating
Officer (Princi-
pal Financial
Officer) &
Director
/s/ Executive Vice March 24, 1994
Sam P. Pinyuh President &
Director
/s/ Senior Vice March 24, 1994
Alan D. Eskow President
(Principal
Accounting
Officer)<PAGE>
<PAGE>
/s/ Director March 24, 1994
Pamela Bronander
/s/ Director March 24, 1994
Joseph Coccia, Jr.
/s/ Director March 24, 1994
Paul M. Densen
/s/ Director March 24, 1994
Austin C. Drukker
/s/ Director March 24, 1994
Thomas P. Infusino
/s/ Director March 24, 1994
Gerald Korde
/s/ Director March 24, 1994
Robert L. Marcalus
/s/ Director March 24, 1994
Robert E. McEntee
/s/ Director March 24, 1994
Rubin Rabinowitz
Director March ____, 1994
Robert Rachesky
/s/ Director March 24, 1994
Barnett Rukin
/s/ Director March 24, 1994
Richard F. Tice
<PAGE>
<PAGE>
/s/ Director March 24, 1994
Leonard Vorcheimer
/s/ Director March 24, 1994
Joseph L. Vozza
/TABLE
<PAGE>
<PAGE>
Exhibit Index
Sequentially
Exhibits Description Numbered Page
5 Opinion of Clapp & Eisenberg
P.C., as to the legality of
the securities being registered
23 Consent of KPMG Peat Marwick
99 Valley National Bancorp
Long-Term Stock Incentive Plan
EXHIBIT 5
CLAPP & EISENBERG, P.C.
One Newark Center
Newark, New Jersey 07102
March 24, 1994
Valley National Bancorp.
1445 Valley Road
Wayne, New Jersey 07470
Re: Registration Statement on Form S-8
Pursuant to Securities Act of 1933
Dear Sirs:
We have reviewed the above captioned Registration Statement
(the "Registration Statement") to be filed with the Securities and
Exchange Commission related to the issuance of 625,000 shares of
the common stock, without par value, of Valley National Bancorp.
(the "Corporation"), pursuant to the Corporation's Long-Term Stock
Incentive Plan. Based upon such investigation as we have deemed
necessary, we are of the opinion:
(1) The Corporation has been duly incorporated and is validly
existing under the laws of the State of New Jersey.
(2) The 625,000 shares of common stock to be offered by the
Corporation have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references to this firm in
the Registration Statement.
Very truly yours,
Clapp & Eisenberg
A Professional Corporation
By: /s/
Ronald H. Janis
A Member of the Firm
EXHIBIT 23
INDEPENDENT AUDITORS' 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 25, 1993, relating to the consolidated statements of
financial condition of Valley National Bancorp and subsidiaries as
of December 31, 1992 and 1991 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, 1992, which report is incorporated by reference in the December
31, 1992 Annual Report on Form 10-K of Valley National Bancorp.
/s/
KPMG Peat Marwick
Short Hills, New Jersey
March 23, 1994
EXHIBIT 99
VALLEY NATIONAL BANCORP
LONG-TERM STOCK INCENTIVE PLAN
(Adopted by Directors January 10, 1989
Adopted by Shareholders March 28, 1989)
(As Amended by Directors March 16, 1993 and
January 18, 1994 and Adopted by Shareholders March 22, 1994)
1. Purpose. The purpose of the Plan is to provide
additional incentive to those officers and key employees of the
Company and its Subsidiaries whose substantial contributions are
essential to the continued growth and success of the Company's
business in order to strengthen their commitment to the Company and
its Subsidiaries, to motivate such officers and employees to
faithfully and diligently perform their assigned responsibilities
and to attract and retain competent and dedicated individuals whose
efforts will result in the long-term growth and profitability of
the Company. To accomplish such purposes, the Plan provides that
the Company may grant Incentive Stock Options, Nonqualified Stock
Options, Restricted Stock Awards and Stock Appreciation Rights.
2. Definitions. For purposes of this Plan:
(a) "Adjusted Fair Market Value" means, in the event of
a Change of Control, the greater of (i) the highest Fair Market
Value of the Shares during the sixty (60) day period ending on the
date of such Change in Control or (ii) in the case of a Change in
Control described in Section 2(h)(ii) or 2(h)(iii), the highest
price per Share paid to holders of the Shares in any transaction
constituting or resulting from such Change in Control.
(b) "Agreement" means the written agreement between the
Company and an Optionee or Grantee evidencing the grant of an
Option or Award and setting forth the terms and conditions thereof.
(c) "Award" means a grant of Restricted Stock or Stock
Appreciation Rights, or any or all of them.
(d) "Bank" means Valley National Bank, a Subsidiary.
(e) "Board" means the Board of Directors of the Company.
(f) "Cause" means the willful failure by an Optionee or
Grantee to perform his duties with the Company or with any
Subsidiary or the willful engaging in conduct which is injurious to
the Company or any Subsidiary, monetarily or otherwise.
(g) "Change in Capitalization" means any increase,
reduction, change or exchange of Shares for a different number or
kind of shares or other securities of the Company by reason of a
reclassification, recapitalization, merger, consolidation,
reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of
shares, repurchase of shares, change in corporate structure or
otherwise.
(h) "Change in Control" means any of the following
events: (i) when the Company or a Subsidiary acquires actual
knowledge that any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act), other than an affiliate of the
Company or a Subsidiary or an employee benefit plan established or
maintained by the Company, a Subsidiary or any of their respective
affiliates, is or becomes the beneficial owner (as defined in Rule
13d-3 of the Exchange Act) directly or indirectly, of securities of
the Company representing more than twenty-five percent (25%) of the
combined voting power of the Company's then outstanding securities
(a "Control Person"), (ii) upon the first purchase of the Company's
common stock pursuant to a tender or exchange offer (other than a
tender or exchange offer made by the Company, a Subsidiary or an
employee benefit plan established or maintained by the Company, a
Subsidiary or any of their respective affiliates), (iii) upon the
approval by the Company's stockholders of (A) a merger or
consolidation of the Company with or into another corporation
(other than a merger or consolidation which is approved by at least
two-thirds of the Continuing Directors (as hereinafter defined) or
the definitive agreement for which provides that at least
two-thirds of the directors of the surviving or resulting
corporation immediately after the transaction are Continuing
Directors (in either case, a "Non-Control Transaction")), (B) a
sale or disposition of all or substantially all of the Company's
assets or (C) a plan of liquidation or dissolution of the Company,
(iv) if during any period of two (2) consecutive years, individuals
who at the beginning of such period constitute the Board (the
"Continuing Directors") cease for any reason to constitute at least
two-thirds thereof or, following a Non-Control Transaction,
two-thirds of the board of directors of the surviving or resulting
corporation; provided that any individual whose election or
nomination for election as a member of the Board (or, following a
Non-Control Transaction, the board of directors of the surviving or
resulting corporation) was approved by a vote of at least
two-thirds of the Continuing Directors then in office shall be
considered a Continuing Director, or (v) upon a sale of (A) common
stock of the Bank if after such sale any person (as such term is
used in Section 13(d) and 14(d)(2) of the Exchange Act) other than
the Company, an employee benefit plan established or maintained by
the Company or a Subsidiary, or an affiliate of the Company or a
Subsidiary, owns a majority of the Bank's common stock or (B) all
or substantially all of the Bank's assets (other than in the
ordinary course of business). No person shall be considered a
Control Person for purposes of clause (i) above if (A) such person
is or becomes the beneficial owner, directly or indirectly, of more
than ten percent (10%) but less than twenty-five percent (25%) of
the combined voting power of the Company's then outstanding
securities if the acquisition of all voting securities in excess of
ten percent (10%) was approved in advance by a majority of the
Continuing Directors then in office or (B) such person acquires in
excess of ten percent (10%) of the combined voting power of the
Company's then outstanding voting securities in violation of law
and by order of a court of competent jurisdiction, settlement or
otherwise, disposes or is required to dispose of all securities
acquired in violation of law.
(i) "Code" means the Internal Revenue Code of 1986, as
amended.
(j) "Committee" means a committee consisting of at least
three (3) Disinterested Persons appointed by the Board to
administer the Plan and to perform the functions set forth herein.
(k) "Company" means Valley National Bancorp, a New
Jersey corporation.
(l) "Disability" means the condition which results when
an individual has become permanently and totally disabled within
the meaning of Section 105(d)(4) of the Code.
(m) "Disinterested Person" means a person (within the
meaning of Rule 16b-3 under the Exchange Act) who at the time he
exercises discretion as a member of the Committee is not and at any
time within one (1) year prior thereto has not been eligible for
selection (within the meaning of Rule 16b-3 of the Exchange Act) as
a person to whom Shares may be allocated or to whom stock options
or stock appreciation rights may be granted pursuant to this Plan
or any other plan of the Company or any Subsidiary entitling
participants therein to acquire stock, stock options or stock
appreciation rights of the Company or any Subsidiary.
(n) "Eligible Employee" means any officer or other key
employee of the Company or a Subsidiary designated by the Committee
as eligible to receive Options or Awards subject to the conditions
set forth herein.
(o) "Escrow Agent" means the escrow agent under the
Escrow Agreement, designated by the Committee.
(p) "Escrow Agreement" means an agreement between the
Company, the Escrow Agent and a Grantee, in the form specified by
the Committee, under which shares of Restricted Stock awarded
pursuant hereto shall be held by the Escrow Agent until either (a)
the restrictions relating to such shares expire and the shares are
delivered to the Grantee or (b) the Company reacquires the shares
pursuant hereto and the shares are delivered to the Company.
(q) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(r) "Fair Market Value" means the fair market value of
the Shares as determined by the Committee in its sole discretion;
provided, however, that (A) if the Shares are admitted to quotation
on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or other comparable quotation system
and have been designated as a National Market System ("NMS")
security, Fair Market Value on any date shall be the last sale
price reported for the Shares on such system on such date or on the
last day preceding such date on which a sale was reported, (B) if
the Shares are admitted to quotation on NASDAQ and have not been
designated a NMS security, Fair Market Value on any date shall be
the average of the highest bid and lowest asked prices of the
Shares on such system on such date, or (C) if the Shares are
admitted to trading on a national securities exchange, Fair Market
Value on any date shall be the last sale price reported for the
Shares on such exchange on such date or on the last date preceding
such date on which a sale was reported.
(s) "Grantee" means a person to whom an Award has been
granted under the Plan.
(t) "Incentive Stock Option" means an Option within the
meaning of Section 422A of the Code.
(u) "Nonqualified Stock Option" means an Option which is
not an Incentive Stock Option.
(v) "Option" means an Incentive Stock Option, a
Nonqualified Stock Option, or either or both of them.
(w) "Optionee" means a person to whom an Option has been
granted under the Plan.
(x) "Parent" means any corporation in an unbroken chain
of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock of
one of the other corporations in such chain.
(y) "Plan" means the Valley National Bancorp Long-Term
Stock Incentive Plan as set forth in this instrument and as it may
be amended from time to time.
(z) "Restricted Stock" means Shares issued or
transferred to an Eligible Employee which are subject to
restrictions as provided in Section 8 hereof.
(aa) "Retirement" means the retirement from active
employment by the Company of an employee or officer but only if
such person meets all of the following requirements: (i) he has a
minimum combined total of years of service and age equal to eighty
(80), (ii) he is age sixty-two (62) or older, and (iii) he provides
six (6) months prior written notice to the Company of the
retirement. An employee or officer who retires but fails to meet
such conditions shall not be deemed to be within the definition of
"Retirement" for any purpose under this Plan or any Award or Option
granted thereunder.
(ab) "Shares" means the common stock, no par value, of
the Company (including any new, additional or different stock or
securities resulting from a Change in Capitalization).
(ac) "Stock Appreciation Right" means a right to receive
all or some portion of the increase in the value of shares of
Common Stock as provided in Section 7 hereof.
(ad) "Subsidiary" means any corporation in an unbroken
chain of corporations, beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain.
(ae) "Successor Corporation" means a corporation, or a
parent or subsidiary thereof, which issues or assumes a stock
option in a transaction to which Section 425(a) of the Code
applies.
(af) "Ten-Percent Stockholder" means an eligible
Employee, who, at the time an Incentive Stock Option is to be
granted to him, owns (within the meaning of Section 422A(b)(6) of
the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, a
Parent or a Subsidiary within the meaning of Section 422A(b)(6) of
the Code.
3. Administration.
(a) The Plan shall be administered by the Committee
which shall hold meetings at such times as may be necessary for the
proper administration of the Plan. The Committee shall keep
minutes of its meetings. A majority of the Committee shall
constitute a quorum and a majority of a quorum may authorize any
action. Each member of the Committee shall be a Disinterested
Person. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with
respect to the Plan, the Options or the Awards, and all members of
the Committee shall be fully indemnified by the Company with
respect to any such action, determination or interpretation.
Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time:
(1) to determine those Eligible Employees to whom
Options shall be granted under the Plan and the number of Incentive
Stock Options and/or Nonqualified Options to be granted to each
eligible Employee and to prescribe the terms and conditions (which
need not be identical) of each Option, including the purchase price
per share of each Option;
(2) to select those Eligible Employees to whom
Awards shall be granted under the Plan and to determine the number
of shares of Restricted Stock and/or Stock Appreciation Rights to
be granted pursuant to each Award, the terms and conditions of each
Award, including the restrictions or performance criteria relating
to such shares or rights, the purchase price per share, if any, of
Restricted Stock and whether Stock Appreciation Rights will be
granted alone or in conjunction with an Option;
(3) to construe and interpret the Plan and the
Options and Awards granted thereunder and to establish, amend and
revoke rules and regulations for the administration of the Plan,
including, but not limited to, correcting any defect or supplying
any omission, or reconciling any inconsistency in the Plan or in
any Agreement, in the manner and to the extent it shall deem
necessary or advisable to make the Plan fully effective, and all
decisions and determinations by the Committee in the exercise of
this power shall be final and binding upon the Company or a
Subsidiary, the Optionees and the Grantees, as the case may be;
(4) to determine the duration and purposes for
leaves of absence which may be granted to an Optionee or Grantee
without constituting a termination of employment or service for
purposes of the Plan; and
(5) generally, to exercise such powers and to
perform such acts as are deemed necessary or advisable to promote
the best interests of the Company with respect to the Plan.
4. Stock Subject to Plan.
(a) The maximum number of Shares that may be issued or
transferred pursuant to all Options and Awards under this Plan is
1,577,438 of which not more than 200,000 Shares may be issued or
transferred pursuant to Options and/or Awards to any one Eligible
Employee. Subject to the foregoing aggregate limitations, the
maximum number of Shares (i) that may be issued or transferred
pursuant to Options or Awards for Incentive Stock Options, Non-
Qualified Stock Options and Stock Appreciation Rights shall be
1,357,195 and (ii) that may be issued or transferred pursuant to
Awards of Restricted Stock shall be 220,243. In each case. upon a
Change in Capitalization after January 18, 1994, the Shares shall
be adjusted to the number and kind of Shares of stock or other
securities existing after such Change in Capitalization.
The number of Shares set forth herein includes Shares
awarded pursuant to all Options and Awards issued or transferred
under this Plan prior to the date of the amendment to this section
and the number of Shares takes into account all Changes in
Capitalization prior to January 18, 1994.
(b) Whenever any outstanding Option or portion thereof
expires, is cancelled or is otherwise terminated (other than by
exercise of the Option or any related Stock Appreciation Right),
the shares of Common Stock allocable to the unexercised portion of
such Option may again be the subject of Options and Awards
hereunder.
(c) Whenever any Shares subject to an Award or Option
are resold to the Company, or are forfeited for any reason pursuant
to the terms of the Plan, such Shares may again be the subject of
Options and Awards hereunder.
5. Eligibility. Subject to the provisions of the Plan, the
Committee shall have full and final authority to select those
eligible Employees who will receive Options and/or Awards but no
person shall receive any Options or Awards unless he is an employee
of the Company or a Subsidiary at the time the Option or Award is
granted.
6. Stock Options. The Committee may grant Options in
accordance with the Plan, the terms and conditions of which shall
be set forth in an Agreement. Each Option and Option Agreement
shall be subject to the following conditions:
(a) Purchase Price. The purchase price or the manner in
which the purchase price is to be determined for Shares under each
Option shall be set forth in the Agreement, provided that the
purchase price per Share under each Incentive Stock Option shall
not be less than 100% of the Fair Market Value of a Share at the
time the Option is granted (110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder) and under each
Nonqualified Stock Option shall not be less than 80% of the Fair
Market Value of a Share at the time the Option is granted.
(b) Duration. Options granted hereunder shall be for
such term as the Committee shall determine, provided that (i) no
Incentive Stock Option shall be exercisable after the expiration of
ten (10) years from the date it is granted (five (5) years in the
case of an Incentive Stock Option granted to a Ten-Percent
Stockholder) and (ii) no Nonqualified Stock Option shall be
exercisable after the expiration of ten (10) years and one (1) day
from the date it is granted. The Committee may, subsequent to the
granting of any Option, extend the term thereof but in no event
shall the term as so extended exceed the maximum term provided for
in the preceding sentence.
(c) Non-transferability. No Option granted hereunder
shall be transferable by the Optionee to whom granted otherwise
than by will or the laws of descent and distribution, and an Option
may be exercised during the lifetime of such Optionee only by the
Optionee or his guardian or legal representative. The terms of
such Option shall be binding upon the beneficiaries, executors,
administrators, heirs and successors of the Optionee.
(d) Stock Options; Vesting. Subject to Section 6(h)
hereof, each Option shall be exercisable in such installments
(which need not be equal) and at such times as may be designated by
the Committee and set forth in the Option Agreement. Unless
otherwise provided in the Agreement, to the extent not exercised,
installments shall accumulate and be exercisable, in whole or in
part, at any time after becoming exercisable, but not later than
the date the Option expires. Upon the death, Disability or
Retirement of an Optionee, all Options shall become immediately
exercisable. Notwithstanding the foregoing, the Committee may
accelerate the exercisability of any Option or portion thereof at
any time.
(e) Method of Exercise. The exercise of an Option shall
be made only by a written notice delivered in person or by mail to
the Secretary of the Company at the Company's principal executive
office, specifying the number of Shares to be purchased and
accompanied by payment therefor and otherwise in accordance with
the Agreement pursuant to which the Option was granted. The
purchase price for any shares purchased pursuant to the exercise of
an Option shall be paid in full upon such exercise in cash, by
check, or, at the discretion of the Committee and upon such terms
and conditions as the Committee shall approve, by transferring
Shares to the Company. Any Shares transferred to the Company as
payment of the purchase price under an Option shall be valued at
their Fair Market Value on the day preceding the date of exercise
of such Option. If requested by the Committee, the Optionee shall
deliver the Agreement evidencing the Option and the Agreement
evidencing any related Stock Appreciation Right to the Secretary of
the Company who shall endorse thereon a notation of such exercise
and return such Agreement to the Optionee. Not less than 100 Shares
may be purchased at any time upon the exercise of an Option unless
the number of Shares so purchased constitutes the total number of
Shares then purchasable under the Option.
(f) Rights of Optionees. No Optionee shall be deemed
for any purpose to be the owner of any Shares subject to any Option
unless and until (i) the Option shall have been exercised pursuant
to the terms thereof, (ii) the Company shall have issued and
delivered the Shares to the Optionee, and (iii) the Optionee's name
shall have been entered as a stockholder of record on the books of
the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such Shares.
(g) Termination of Employment. In the event that an
Optionee ceases to be employed by the Company or any Subsidiary,
any outstanding Options held by such Optionee shall, unless the
Option Agreement evidencing such Option provides otherwise,
terminate as follows:
(1) If the Optionee's termination of employment is
due to his death or Disability, the Option shall be exercisable for
a period of one (1) year following such termination of employment,
and shall thereafter terminate;
(2) If the Optionee's termination of employment is
by the Company or a Subsidiary for Cause or is by the Optionee
(other than due to the Optionee's Retirement), the Option shall
terminate on the date of the Optionee's termination of employment;
and
(3) If the Optionee's termination of employment is
due to the Optionee's Retirement or for any other reason (including
an Optionee's ceasing to be employed by a Subsidiary as a result of
the sale of such Subsidiary or an interest in such Subsidiary), the
Option (to the extent exercisable at the time of the Optionee's
termination of employment) shall be exercisable for a period of
ninety (90) days following such termination of employment, and
shall thereafter terminate.
Notwithstanding the foregoing, the Committee may provide,
either at the time an Option is granted or thereafter, that the
Option may be exercised after the periods provided for in this
Section 6(g), but in no event beyond the term of the Option.
(h) Effect of Change in Control. In the event of a
Change in Control, (A) all Options outstanding on the date of such
Change in Control shall, for a period of sixty (60) days following
such Change in Control, become immediately and fully exercisable,
and (B) an Optionee will be permitted to surrender for cancellation
within sixty (60) days after such Change in Control any Option or
portion of an Option which was granted more than six (6) months
prior to the date of such surrender, to the extent not yet
exercised, and to receive a cash payment in an amount equal to the
excess, if any, of (1) in the case of a Nonqualified Stock Option,
the Adjusted Fair Market Value of the Shares subject to the Option
or portion thereof surrendered or (2) in the case of an Incentive
Stock Option, the Fair Market Value of the Shares subject to the
Option or portion thereof surrendered, over the aggregate purchase
price for such Shares under the Option.
(i) Substitution and Modification. Subject to the terms
of the Plan, the Committee may modify outstanding Options or accept
the surrender of outstanding Options (to the extent not exercised)
and grant new Options in substitution for them. Notwithstanding the
foregoing, no modification of an Option shall alter or impair any
rights or obligations under the Option without the Optionee's
consent.
7. Stock Appreciation Rights. The Committee may, in its
discretion, either alone or in connection with the grant of an
Option, grant Stock Appreciation Rights in accordance with the
Plan, the terms and conditions of which shall be set forth in an
Agreement. If granted in connection with an Option, a Stock
Appreciation Right shall cover the same shares covered by the
Option (or such lesser number of shares as the Committee may
determine) and shall, except as provided in this Section 7, be
subject to the same terms and conditions as the related Option.
(a) Time of Grant. A Stock Appreciation Right may be
granted:
(i) at any time if unrelated to an Option; or
(ii) if related to an Option, either at the time of
grant, or at any time thereafter during the term of the Option.
(b) Stock Appreciation Rights Related to an Option.
(i) Payment. A Stock Appreciation Right granted in
connection with an Option shall entitle the holder thereof, upon
exercise of the Stock Appreciation Right or any portion thereof, to
receive payment of an amount computed pursuant to Section
7(b)(iii).
(ii) Exercise. Subject to Section 7(f), a Stock
Appreciation Right granted in connection with an Option shall be
exercisable at such time or times and only to the extent that the
related Option is exercisable, and will not be transferable except
to the extent the related Option may be transferable. A Stock
Appreciation Right granted in connection with an Incentive Stock
Option shall be exercisable only if the Fair Market Value of a
Share on the date of exercise exceeds the purchase price specified
in the related Incentive Stock Option.
(iii) Amount Payable. Except as otherwise provided
in Section 7(g), upon the exercise of Stock Appreciation Right
related to an Option, the Grantee shall be entitled to receive an
amount determined by multiplying (A) the excess of the Fair Market
Value of a Share on the date of exercise of such Stock Appreciation
Right over the per Share purchase price under the related Option,
by (B) the number of Shares as to which such Stock Appreciation
Right is being exercised. Notwithstanding the foregoing, the
Committee may limit in any manner the amount payable with respect
to any Stock Appreciation Right by including such a limit in the
Agreement evidencing the Stock Appreciation Right at the time it is
granted.
(iv) Treatment of Related Options and Stock
Appreciation Rights Upon Exercise. Except as provided in Section
7(b)(v), (A) upon the exercise of a Stock Appreciation Right
granted in connection with an Option, the Option shall be cancelled
to the extent of the number of Shares as to which the Stock
Appreciation Right is exercised and (B) upon the exercise of an
Option granted in connection with a Stock Appreciation Right or the
surrender of such Option pursuant to Section 6(h), the Stock
Appreciation Right shall be cancelled to the extent of the number
of Shares as to which the Option is exercised or surrendered.
(v) Simultaneous Exercise of Stock Appreciation
Right and Option. The Committee may provide, either at the time a
Stock Appreciation Right is granted in connection with a
Nonqualified Stock Option or thereafter during the term of the
Stock Appreciation Right, that, subject to Section 7(f), upon
exercise of such Option or the surrender of the Option pursuant to
Section 6(h), the Stock Appreciation Right shall automatically be
deemed to be exercised to the extent of the number of Shares as to
which the Option is exercised or surrendered. In such event, the
Grantee shall be entitled to receive the amount described in
Section 7(b)(iii) or 7(g) hereof, as the case may be (or some
percentage of such amount if so provided in the Agreement
evidencing the Stock Appreciation Right), in addition to the Shares
acquired or cash received pursuant to the exercise or surrender of
the Option. If a Stock Appreciation Right Agreement contains an
automatic exercise provision described in this Section 7(b)(v) and
the Option or any portion thereof to which it relates is exercised
within six (6) months from the date the Stock Appreciation Right is
granted, such automatic exercise provision shall not be effective
with respect to that exercise of the Option. The inclusion in an
Agreement evidencing a Stock Appreciation Right of a provision
described in this Section 7(b)(v) may be in addition to and not in
lieu of the right to exercise the Stock Appreciation Right as
otherwise provided herein and in the Agreement.
(c) Stock Appreciation Rights Unrelated to an Option.
The Committee may grant to Eligible Employees Stock Appreciation
Rights unrelated to Options. Stock Appreciation Rights unrelated
to Options shall contain such terms and conditions as to
exercisability, vesting and duration as the Committee shall
determine, but in no event shall they have a term of greater than
ten (10) years. Upon the death, Disability or Retirement of a
Grantee, all Stock Appreciation Rights shall become immediately
exercisable. Upon the death or Disability of a Grantee, the Stock
Appreciation Rights held by that Grantee shall be exercisable for
a period of one (1) year following such termination of employment,
and shall thereafter terminate. Upon the Retirement of a Grantee,
the Stock Appreciation Rights held by that Grantee shall be
exercisable for a period of ninety (90) days following such
termination of employment, and shall thereafter terminate. Except
as otherwise provided in Section 7(g), the amount payable upon
exercise of such Stock Appreciation Rights shall be determined in
accordance with Section 7(b)(iii), except that "Fair Market Value
of a Share on the date of the grant of the Stock Appreciation
Right" shall be substituted for "purchase price under the related
Option."
(d) Method of Exercise. Stock Appreciation Rights shall
be exercised by a Grantee only by a written notice delivered in
person or by mail to the Secretary of the Company at the Company's
principal executive office, specifying the number of Shares with
respect to which the Stock Appreciation Right is being exercised.
If requested by the Committee, the Grantee shall deliver the
Agreement evidencing the Stock Appreciation Right being exercised
and the Agreement evidencing any related Option to the Secretary of
the Company who shall endorse thereon a notation of such exercise
and return such Agreements to the Grantee.
(e) Form of Payment. Payment of the amount determined
under Sections 7(b)(iii) or 7(c), may be made solely in whole
shares of Common Stock in a number determined at their Fair Market
Value on the date of exercise of the Stock Appreciation Right or,
alternatively, at the sole discretion of the Committee, solely in
cash, or in a combination of cash and Shares as the Committee deems
advisable. In the event that a Stock Appreciation Right is
exercised within the sixty-day period following a Change in
Control, any amount payable shall be solely in cash. If the
Committee decides to make full payment in Shares, and the amount
payable results in a fractional Share, payment for the fractional
Share will be made in cash. Notwithstanding the foregoing, no
payment in the form of cash may be made upon the exercise of a
Stock Appreciation Right pursuant to Section 7(b)(iii) or 7(c) to
an officer of the Company or a Subsidiary who is subject to Section
16(b) of the Exchange Act, unless the exercise of such Stock
Appreciation Right is made during the period beginning on the third
business day and ending on the twelfth business day following the
date of release for publication of the Company's quarterly or
annual statements of earnings.
(f) Restrictions. No Stock Appreciation Right may be
exercised before the date six (6) months after the date it is
granted, except in the event that the death or Disability of the
Grantee occurs before the expiration of the six-month period.
(g) Effect of Change in Control. In the event of a
Change in Control, subject to Section 7(f), all Stock Appreciation
Rights shall, for a period of sixty (60) days following such Change
in Control, become immediately and fully exercisable.
Notwithstanding Sections 7(b)(iii) and 7(c), upon the exercise,
during the sixty (60) day period following a Change in Control, of
a Stock Appreciation Right (other than a Stock Appreciation Right
granted in connection with an Incentive Stock Option) or any
portion thereof, the amount payable shall be determined by
reference to the Adjusted Fair Market Value (rather than by
reference to the Fair Market Value) of the Shares on the date of
such exercise.
8. Restricted Stock. The Committee may grant Awards of
Restricted Stock which shall be evidenced by an Agreement between
the Company and the Grantee. Each Agreement shall contain such
restrictions, terms and conditions as the Committee may require and
(without limiting the generality of the foregoing) such Agreements
may require that an appropriate legend be placed on Share
certificates. Awards of Restricted Stock shall be subject to the
following terms and provisions:
(a) Rights of Grantee.
(i) Shares of Restricted Stock granted pursuant to
an Award hereunder shall be issued in the name of the Grantee as
soon as reasonably practicable after the Award is granted and the
purchase price, if any, is paid by the Grantee, provided that the
Grantee has executed an Agreement evidencing the Award, an Escrow
Agreement, appropriate blank stock powers and any other documents
which the Committee, in its absolute discretion, may require as a
condition to the issuance of such Shares. If a Grantee shall fail
to execute the Agreement evidencing a Restricted Stock Award, an
Escrow Agreement or appropriate blank stock powers or shall fail to
pay the purchase price, if any, for the Restricted Stock, the Award
shall be null and void. Shares issued in connection with a
Restricted Stock Award, together with the stock powers, shall be
deposited with the Escrow Agent. Except as restricted by the terms
of the Agreement, upon the delivery of the Shares to the Escrow
Agent, the Grantee shall have all of the rights of a stockholder
with respect to such Shares, including the right to vote the shares
and to receive, subject to Section 8(d), all dividends or other
distributions paid or made with respect to the Shares.
(ii) If a Grantee receives rights or warrants with
respect to any Shares which were awarded to him as Restricted
Stock, such rights or warrants or any Shares or other securities he
acquires by the exercise of such rights or warrants may be held,
exercised, sold or otherwise disposed of by the Grantee free and
clear of the restrictions and obligations provided by this Plan.
(b) Non-transferability. Until any restrictions upon
the Shares of Restricted Stock awarded to a Grantee shall have
lapsed in the manner set forth in Section 8(c), such Shares shall
not be sold, transferred or otherwise disposed of and shall not be
pledged or otherwise hypothecated, nor shall they be delivered to
the Grantee. Upon the termination of employment of the Grantee,
all of such Shares with respect to which restrictions have not
lapsed shall be resold by the Grantee to the Company at the same
price paid by the Grantee for such Shares or shall be forfeited and
automatically transferred to and reacquired by the Company at no
cost to the Company if no purchase price had been paid for such
Shares. The Committee may also impose such other restrictions and
conditions on the Shares as it deems appropriate.
(c) Lapse of Restrictions.
(i) Restrictions upon Shares of Restricted Stock
awarded hereunder shall lapse at such time or times and on such
terms, conditions and satisfaction of performance criteria as the
Committee may determine; provided, however, that the restrictions
upon such Shares shall lapse only if the Grantee on the date of
such lapse is then and has continuously been an employee of the
Company or a Subsidiary from the date the Award was granted.
(ii) In the event of a Change in Control, all
restrictions upon any Shares of Restricted Stock shall lapse
immediately and all such Shares shall become fully vested in the
Grantee thereof.
(iii) In the event of termination of employment as
a result of death, Disability or Retirement of a Grantee, all
restrictions upon Shares of Restricted Stock awarded to such
Grantee shall thereupon immediately lapse. The Committee may also
decide at any time in its absolute discretion and on such terms and
conditions as it deems appropriate, to remove or modify the
restrictions upon Shares of Restricted Stock awarded hereunder.
(d) Treatment of Dividends. At the time of an Award of
Shares of Restricted Stock, the Committee may, in its discretion,
determine that the payment to the Grantee of dividends, or a
specified portion thereof, declared or paid on Shares of Restricted
Stock by the Company shall be deferred until the earlier to occur
of (i) the lapsing of the restrictions imposed upon such Shares, in
which case such dividends shall be paid over to the Grantee, or
(ii) the forfeiture of such Shares under Section 8(b) hereof, in
which case such dividends shall be forfeited to the Company, and
such dividends shall be held by the Company for the account of the
Grantee until such time. In the event of such deferral, interest
shall be credited on the amount of such dividends held by the
Company for the account of the Grantee from time to time at such
rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued
thereon as aforesaid, shall be made upon the earlier to occur of
the events specified in (i) and (ii) of the immediately preceding
sentence, in the manner specified therein.
(e) Delivery of Shares. When the restrictions imposed
hereunder and in the Plan expire or have been cancelled with
respect to one or more shares of Restricted Stock, the Company
shall notify the Grantee and the Escrow Agent of same. The Escrow
Agent shall then return the certificate covering the Shares of
Restricted Stock to the Company and upon receipt of such
certificate the Company shall deliver to the Grantee (or such
Grantee's legal representative, beneficiary or heir) a certificate
for a number of shares of Common Stock, without any legend or
restrictions (except those required by any federal or state
securities laws), equivalent to the number of Shares of Restricted
Stock for which restrictions have been cancelled or have expired.
A new certificate covering Shares of Restricted Stock previously
awarded to the Grantee which remain restricted shall be issued to
the Grantee and held by the Escrow Agent and the Agreement, as it
relates to such shares, shall remain in effect.
9. Loans.
(a) The Company or any Subsidiary may make loans to a
Grantee or Optionee in connection with the purchase of Shares
pursuant to an Award or in connection with the exercise of an
Option, subject to the following terms and conditions and such
other terms and conditions not inconsistent with the Plan,
including the rate of interest, if any, as the Committee shall
impose from time to time.
(b) No loan made under the Plan shall exceed the sum of
(i) the aggregate purchase price payable pursuant to the Option or
Award with respect to which the loan is made, plus (ii) the amount
of the reasonably estimated income taxes payable by the Optionee or
Grantee with respect to the Option or Award. In no event may any
such loan exceed the Fair Market Value, at the date of exercise, of
any such Shares.
(c) No loan shall have an initial term exceeding ten
(10) years; provided, that loans under the Plan shall be renewable
at the discretion of the Committee; and provided, further, that the
indebtedness under each loan shall become due and payable, as the
case may be, on a date no later than (i) one (1) year after
termination of the Optionee's or Grantee's employment due to death,
retirement or Disability, or (ii) the date of termination of the
Optionee's or Grantee's employment for any reason other than death,
retirement or Disability.
(d) Loans under the Plan may be satisfied by an Optionee
or Grantee, as determined by the Committee, in cash or, with the
consent of the Committee, in whole or in part by the transfer to
the Company of Shares whose Fair Market Value on the date of such
payment is equal to the cash amount for which such Shares are
transferred.
(e) A loan shall be secured by a pledge of Shares with
a Fair Market Value of not less than the principal amount of the
loan. After partial repayment of a loan, pledged shares no longer
required as security may be released to the Optionee or Grantee.
(f) Every loan shall meet all applicable laws,
regulations and rules of the Federal Reserve Board and any other
governmental agency having jurisdiction.
10. Adjustment Upon Changes in Capitalization.
(a) In the event of a Change in Capitalization, the
Committee shall conclusively determine the appropriate adjustments,
if any, to the maximum number and class of shares of stock with
respect to which Options or Awards may be granted under the Plan,
the number and class of shares as to which Options or Awards have
been granted under the Plan, and the purchase price therefor, if
applicable.
(b) Any such adjustment in the Shares or other
securities subject to outstanding Incentive Stock Options
(including any adjustments in the purchase price) shall be made in
such manner as not to constitute a modification as defined by
Section 425(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422A and 425 of the Code.
(c) If, by reason of a Change in Capitalization, a
Grantee of an Award shall be entitled to new, additional or
different shares of stock or securities (other than rights or
warrants to purchase securities), such new additional or different
shares shall thereupon be subject to all of the conditions,
restrictions and performance criteria which were applicable to the
Shares or units pursuant to the Award prior to such Change in
Capitalization.
11. Effect of Certain Transactions. In the event of (i) the
liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving corporation
or (iii) the sale or disposition of all or substantially all of the
Company's assets, the Plan and the Options and Awards issued
hereunder shall terminate on the effective date of such
transaction, unless provision is made in connection with such
transaction for the assumption of Options or Awards theretofore
granted under the Plan, or the substitution for such Options or
Awards of new options or awards of the Successor Corporation, with
appropriate adjustment as to the number and kind of shares and the
purchase price for shares thereunder.
12. Release of Financial Information. A copy of the
Company's annual report to stockholders shall be delivered to each
Optionee and Grantee at the time such report is distributed to the
Company's stockholders. Upon request the Company shall furnish to
each Optionee and Grantee a copy of its most recent annual report
and each quarterly report and current report filed under the
Exchange Act, since the end of the Company's prior fiscal year.
13. Termination and Amendment of the Plan. The Plan shall
terminate on the day preceding the tenth anniversary of its
effective date and no Option or Award may be granted thereafter.
The Board may sooner terminate or amend the Plan at any time, and
from time to time; provided, however, that, except as provided in
Sections 10 and 11 hereof, no amendment shall be effective unless
approved by the stockholders of the Company in accordance with
applicable law and regulations at an annual or special meeting held
within twelve months before or after the date of adoption of such
amendment, where such amendment will:
(a) increase the number of Shares as to which Options or
Awards may be granted under the Plan;
(b) change the class of persons eligible to participate
in the Plan;
(c) change the minimum purchase price of Shares pursuant
to Options or Awards as provided herein;
(d) extend the maximum period for granting or exercising
Options provided herein; or
(e) otherwise materially increase the benefits accruing
to Eligible Employees under the Plan.
Except as provided in Sections 10 and 11 hereof, rights and
obligations under any Option or Award granted before any amendment
of the Plan shall not be altered or impaired by such amendment,
except with the consent of the Optionee or Grantee, as the case may
be.
14. Non-Exclusivity of the Plan. The adoption of the Plan by
the Board shall not be construed as amending, modifying or
rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable
generally or only in specific cases.
15. Limitation of Liability. As illustrative of the
limitations of liability of the Company, but not intended to be
exhaustive thereof, nothing in the Plan shall be construed to;
(a) give any person any right to be granted an Option or
Award other than at the sole discretion of the Committee;
(b) give any person any rights whatsoever with respect
to Shares except as specifically provided in the Plan;
(c) limit in any way the right of the Company to
terminate the employment of any person at any time; or
(d) be evidence of any agreement or understanding,
expressed or implied, that the Company will employ any person in
any particular position at any particular rate of compensation or
for any particular period of time.
16. Regulations and Other Approvals; Governing Law.
(a) This Plan and the rights of all persons claiming
hereunder shall be construed and determined in accordance with the
laws of the State of New Jersey without giving effect to the choice
of law principles thereof, except to the extent that such law is
preempted by federal law.
(b) The obligation of the Company to sell or deliver
Shares with respect to Options and Awards granted under the Plan
shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Committee.
(c) 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
Agreement in a manner consistent therewith. Any provisions
inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.
(d) Except as otherwise provided in Section 13, the
Board may make such changes as may be necessary or appropriate to
comply with the rules and regulations of any government authority
or to obtain for Eligible Employees granted Incentive Stock Options
the tax benefits under the applicable provisions of the Code and
regulations promulgated thereunder.
(e) Each Option and Award 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 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 grant of an
Option or the issuance of Shares, no Options shall be granted or
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected
or obtained free of any conditions unacceptable to the Committee.
(f) In the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current registration
statement under the Securities Act of 1933, as amended, and is not
otherwise exempt from such registration, such Shares shall be
restricted against transfer to the extent required by the
Securities Act of 1933, as amended, or regulations thereunder, and
the Committee may require any individual receiving Shares pursuant
to the Plan, as a condition precedent to receipt of such Shares
(including upon exercise of an Option), to represent to the Company
in writing that the Shares acquired by such individual are acquired
for investment only and not with a view to distribution.
17. Miscellaneous.
(a) Multiple Agreements. The terms of each Option or
Award may differ from other Options or Awards granted under the
Plan at the same time, or at some other time. The Committee may
also grant more than one Option or Award to a given Eligible
Employee during the term of the Plan, either in addition to, or in
substitution for, one or more Options or Awards previously granted
to that Eligible Employee. The grant of multiple Options and/or
Awards may be evidenced by a single Agreement or multiple
Agreements, as determined by the Committee.
(b) Withholding of Taxes. The Company shall have the
right to deduct from any distribution of cash to any Optionee or
Grantee an amount equal to the federal, state and local income
taxes and other amounts required by law to be withheld with respect
to any Option or Award. Notwithstanding anything to the contrary
contained herein, if an Optionee or Grantee is entitled to receive
Shares upon exercise of an Option or pursuant to an Award, the
Company shall have the right to require such Optionee or Grantee,
prior to the delivery of such Shares, to pay to the Company the
amount of any federal, state or local income taxes and other
amounts which the Company is required by law to withhold. The
Agreement evidencing any Incentive Stock Options granted under this
Plan shall provide that if the Optionee makes a disposition, within
the meaning of Section 425(c) of the Code and regulations
promulgated thereunder, of any Share or Shares issued to him or her
pursuant to his or her exercise of the Incentive Stock Option
within the two-year period commencing on the day after the date of
grant of such Option or within the one-year period commencing on
the day after the date of transfer of the Share or Shares to the
Optionee pursuant to the exercise of such Option, he or she shall,
within ten (10) days of such disposition, notify the Company
thereof and immediately deliver to the Company any amount of
federal income tax withholding required by law.
(c) Designation of Beneficiary. Each Optionee and
Grantee may, with the consent of the Committee, designate a person
or persons to receive in the event of his/her death, any Option or
Award or any amount payable pursuant thereto, to which he/she would
then be entitled. Such designation will be made upon forms
supplied by and delivered to the Company and may be revoked in
writing. If an Optionee fails effectively to designate a
beneficiary, then his/her estate will be deemed to be the
beneficiary.
18. Effective Date. The effective date of the Plan shall be
the date of its adoption by the Board, subject only to the approval
by the affirmative vote of a majority of the votes eligible to be
cast at a meeting of stockholders to be held within twelve (12)
months of such adoption.
