Exhibit (10A)
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.
