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EXHIBIT 4(d)
BRUNSWICK BANCORP
RESTRICTED STOCK AWARD PLAN
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SECTION I. PURPOSE
1.1 The Brunswick Bancorp Restricted Stock Award Plan is intended to promote the
growth and profitability of Brunswick Bancorp by providing a means whereby the
Corporation may continue to attract and retain key employees of high ability,
and to give such persons an additional incentive to exert their best efforts on
behalf of the Corporation by providing them with an equity interest in the
Corporation.
SECTION II. DEFINITIONS
2.1 "1934 ACT" means the Securities Exchange Act of 1934, as amended from time
to time, and the rules and regulations promulgated thereunder.
2.2 "AWARD" means a grant under this Plan of the Common Stock of the Corporation
subject to restrictions as described herein as may be granted to a Participant.
2.3 "BOARD" means the Board of Directors of the Corporation, which shall be
responsible for administering the Plan.
2.4 "CHANGE IN CONTROL" means when:
(a) Any person or entity, including a "group" as defined in Section
13(d)(3) of the Exchange Act, other than the Corporation or a wholly-owned
subsidiary thereof or any employee benefit plan of the Corporation or any of its
subsidiaries, becomes the beneficial owner of the Corporation's securities
having 50% or more of the combined voting power of the then outstanding
securities of the Corporation that may be cast for the election of directors of
the Corporation (other than as a result of an issuance of securities initiated
by the Corporation in the ordinary course of business); or
(b) As the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then outstanding securities of
the Corporation or any successor corporation or entity entitled to vote
generally in the election of the directors of the Corporation or such other
corporation or entity after such transaction are held in the aggregate by the
holders of the Corporation's securities entitled to vote generally in the
election of directors of the Corporation immediately prior to such transaction;
or
(c) During any period of two consecutive years, individuals who at the
beginning of any such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's shareholders, of each director of
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the Corporation first elected during such period was approved by a vote of at
least two-thirds of the directors of the Corporation then still in office who
were directors of the Corporation at the beginning of such period.
2.5 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
2.6 "COMMON STOCK" or "STOCK" means the voting Common Stock of the Corporation
as may be authorized or issued from time to time.
2.7 "COMPENSATION COMMITTEE" means the Compensation Committee appointed by the
Board pursuant to Section 4.1 to administer the Plan.
2.8 "CORPORATION" means Brunswick Bancorp and any present or future subsidiary
corporations of Brunswick Bancorp (as defined in Section 424 of the Code) or any
successor to such corporations.
2.9 "DIRECTOR" means any individual who is a member of the Board.
2.10 "DISABILITY" means a permanent and total disability as defined in Section
22(e)(3) of the Code, provided that the Compensation Committee in its discretion
may determine whether a permanent and total disability exists in accordance with
uniform and non-discriminatory standards adopted by the Compensation Committee
from time to time.
2.11 "EFFECTIVE DATE" means the date as described in Section 16.1 herein.
2.12 "EMPLOYEE" means any management or key employee of the Corporation, whether
such employee is so employed at the time the Plan is adopted or becomes so
employed subsequent to the adoption of the Plan.
2.13 "EMPLOYER" means the Corporation and all affiliates thereof.
2.14 "FAIR MARKET VALUE" means, with respect to shares of Common Stock, the fair
market value as determined by the Board in good faith and in a manner
established by the Board from time to time taking into account such factors as
the Board, in the exercise of its good faith discretion, shall deem appropriate,
such as the book value of the Common Stock, the trading value of the Common
Stock, to the extent a reliable and established trading market for the Common
Stock exists, and trading multiples, such as book value and earnings per share
multiples, for comparably sized financial institutions trading on established
trading markets.
2.15 "GRANT DATE" means, with respect to an Award, the date that the Award is
granted.
2.16 "NON-EMPLOYEE DIRECTOR" means a Director who satisfies the requirements of
a Non-Employee Director as defined in Section 16b-3(b) of the 1934 Act.
2.17 "PARTICIPANT" means an Employee who is eligible for an Award or has been
granted an outstanding Award.
2.18 "PERIOD OF RESTRICTION" means the period during which Restricted Shares
awarded under this Plan are subject to forfeiture and/or restrictions on
transferability pursuant to Sections VI and
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VII, or any other period that may be determined by the Compensation Committee as
set forth herein.
2.19 "PLAN" means the Brunswick Bancorp Restricted Stock Award Plan, as set
forth herein and as amended from time to time.
2.20 "PLAN YEAR" means the calendar year.
2.21 "RETIREMENT" means a termination of service by reason of an Employee's
cessation of the Employer-Employee relationship between an Employee and the
Corporation for retirement at or after his or her having achieved a combination
of age and years of employment service as determined by the Compensation
Committee.
2.22 "RULE 16B-3" means Rule 16b-3 promulgated under the 1934 Act, as amended,
and any future regulation amending, supplementing or superceding such
regulation.
2.23 "SECTION 16 PERSON" means a person who, with respect to the Shares, is
subject to Section 16 of the 1934 Act.
2.24 "SHARES" OR "RESTRICTED SHARES" means Shares of Common Stock awarded to a
Participant and subject to the restrictions under the terms of this Plan.
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SECTION III. ELIGIBILITY
3.1 REQUIREMENTS. Participants will consist of such key Employees (including
officers) of the Corporation whom the Compensation Committee, in its sole
discretion, determines to be responsible for the success and future growth and
profitability of the Corporation and whom the Compensation Committee may
designate from time to time to receive Awards under the Plan. Awards may be
granted under this Plan to persons who have previously received Awards or other
benefits under any other plans of the Corporation.
SECTION IV. ADMINISTRATION BY COMPENSATION COMMITTEE
4.1 THE COMPENSATION COMMITTEE. The Plan shall be administered by the
Compensation Committee. The Compensation Committee shall consist of not less
than two (2) Directors. The members of the Compensation Committee shall be
appointed from time to time by, and shall serve at the pleasure of, the Board.
The Compensation Committee shall be comprised solely of Directors who are
"Non-Employee Directors" as defined in Section 2.16. The Compensation Committee,
in its sole discretion, may delegate all or any part of its authority and powers
under the Plan to one or more Directors or officers of the Corporation; provided
that the Compensation Committee may not delegate its authority and powers with
respect to Section 16 Persons.
4.2 POWERS. It shall be the duty of the Compensation Committee to administer the
Plan in accordance with the Plan's provisions. The Compensation Committee shall
have all powers and discretion necessary or appropriate to administer the Plan
and to control its operation, including, but not limited to, the power to (a)
determine which Employees shall be granted Awards, (b) prescribe the terms and
conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such
procedures and rules for the administration, interpretation and application of
the Plan as are consistent therewith, (e) interpret, amend or revoke any such
rules and (f) take any action it deems necessary to ensure the delivery of
benefits to Participants pursuant to existing Awards under the Plan in the event
of a Change in Control. The Compensation Committee shall exercise the discretion
granted to it hereunder in a uniform and nondiscriminatory manner.
4.3 COMMITTEE RIGHTS. The Compensation Committee in its sole discretion may
cancel any unexpired, unpaid or deferred awards under this Plan at any time if
the Participant is not in compliance with all the applicable provisions of this
Plan, or if the Participant, whether or not he or she is currently employed by
an Employer, acts in a manner contrary to the best interests of the Corporation
or an Affiliate.
4.4 DELEGATION. Except as required by Rule 16b-3 with respect to Awards under
the Plan to individuals who are subject to Section 16 of the 1934 Act or as
otherwise required for compliance with Rule 16b-3, the Compensation Committee
may delegate all or any part of its authority under the Plan to any Employee,
Employees or committee of Employees.
4.5 FINAL DECISIONS. All determinations and decisions made by the Compensation
Committee, the Board, and any delegate of the Compensation Committee pursuant to
the provisions of the Plan shall be final, conclusive and binding on all
persons, and shall be given the maximum deference permitted by law.
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SECTION V. SHARES RESERVED UNDER THE PLAN
5.1 SHARES AVAILABLE. Subject to adjustment as provided in Section 5.3, there is
hereby reserved for issuance as Awards under the Plan an aggregate of 100,000
Shares of Common Stock, no par value per Share, which such Shares may be
authorized but unissued or treasury shares. Such unissued or treasury Shares may
thereafter be reissued as new Awards under this Plan.
5.2 REVERSION TO PLAN. Any Shares subject to an Award under the Plan which may
thereafter expire, terminate, be surrendered or canceled without having been
fully exercised, or are forfeited, or if any other Shares are not issued, such
unused Shares shall be available for new Awards under the Plan.
5.3 ADJUSTMENT OF SHARES. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock split, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Corporation affecting the Shares, the Compensation Committee
shall adjust the number and class of Shares which may be delivered under the
Plan, the number, class and price of Shares subject to outstanding Awards in
such a manner as the Compensation Committee, in its sole discretion, shall
determine to be appropriate to prevent the dilution or diminution of such
Awards. Notwithstanding the preceding, the number of Shares subject to any Award
shall be a whole number.
SECTION VI. RESTRICTED STOCK AWARDS
6.1 AWARD. Subject to the terms and provisions of the Plan, the Compensation
Committee, at any time and from time to time, may grant Awards of Restricted
Shares to eligible Participants without other payment therefore, and in such
amounts as the Compensation Committee, in its sole discretion, shall determine.
The Compensation Committee, in its sole discretion, shall determine the number
of Shares to be awarded to each Participant.
6.2 COST OF RESTRICTED STOCK. Awards of Restricted Shares shall be made at such
cost as the Compensation Committee shall determine and may be issued for no
monetary consideration, subject to applicable state law.
6.3 RESTRICTIONS. Except as otherwise provided in Section 7.1 and 7.2, in the
event a Participant's employment with the Corporation is terminated for any
reason he shall immediately transfer all his Restricted Shares received pursuant
to an Award under this Plan to the Corporation and shall forfeit his Award and
he shall have no rights to receive payment from the Corporation under the Plan.
The Compensation Committee, in its sole discretion, may impose such other
restrictions on the Restricted Shares, whether unissued or currently outstanding
under an Award, as it may deem advisable or appropriate, in accordance with this
Section 6.3. The Compensation Committee, in its discretion, may legend the
certificates representing Restricted Shares to give appropriate notice of the
restrictions applicable to such Shares.
6.4 VOTING RIGHTS. During any Period of Restriction, Participants holding
Restricted Shares awarded hereunder may exercise full voting rights with respect
to those Shares.
6.5 DIVIDENDS AND OTHER DISTRIBUTIONS. During any Period of Restriction,
Participants awarded Restricted Shares shall be entitled to receive all
dividends and other distributions paid with respect to such Shares. If any such
dividends or distributions are paid in Shares, the Shares shall be
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subject to the same restrictions on transferability and forfeitability as the
Restricted Shares with respect to which they were paid. With respect to
Restricted Shares awarded to a Section 16 Person, any dividend or distribution
that constitutes an "equity security" under Section 16 of the 1934 Act shall be
subject to a Period of Restriction equal to the longer of (a) the remaining
Period of Restriction on the Restricted Shares with respect to which the
dividend or distribution is paid, or (b) six (6) months.
6.6 RETURN OF RESTRICTED STOCK TO THE CORPORATION. On the date to be determined
by the Compensation Committee, the Restricted Shares for which restrictions have
not lapsed and are not otherwise provided for under the Plan shall revert to the
Corporation and again shall become available for grant under the Plan.
6.7 NO RIGHTS AS STOCKHOLDER. Except to the limited extent provided in Section
6.4 and 6.5 herein, no Participant (nor any beneficiary) shall have any of the
rights or privileges of a stockholder of the Corporation with respect to any
Shares issuable pursuant to an Award, unless and until certificates representing
such Shares shall have been issued, recorded on the records of the Corporation
or its transfer agents or registrars, and delivered to the Participant (or
beneficiary).
6.8 NONTRANSFERABILITY. Each Share constituting an Award under the Plan to a
Participant shall not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction
and the removal of the legend with respect to such Shares as set forth in
Section 7.1 or 7.2 except as may be otherwise provided in this Plan. In no event
may the restrictions on Restricted Shares granted to a Section 16 Person lapse
prior to six (6) months following the Grant Date.
SECTION VII. LAPSE OF RESTRICTIONS
7.1 REMOVAL OF RESTRICTIONS. The restrictions set forth in Section 6.3 herein
shall lapse as to a certain percentage of the Shares acquired under any Award in
accordance with the following schedule, and the Restricted Shares to which the
lapsed restrictions applied shall be released as soon as practicable after the
last day of the applicable Period of Restriction and shall be delivered to the
Participant:
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Date Period of Percent of Shares Released
Restriction Lapses
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5th Anniversary of the Grant Date 100%
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7.2 ACCELERATION OF LAPSE RESTRICTIONS. Notwithstanding Section 7.1, the
restrictions set forth in Section 6.3 herein shall lapse, and the provisions of
Section 7.1 shall no longer apply as to all of the Shares acquired pursuant to
an Award under this Plan upon the earliest to occur of (i) the death of the
Participant, (ii) the Disability of the Participant as defined in Section 2.11,
or (iii) the Participant's Retirement as defined in Section 2.21.
7.3 PLAN TERMS. The Shares released under Section 7.1 or 7.2 from restrictions
imposed under this Plan shall be subject to all the other terms and conditions
of the Plan.
7.4 DISCRETION TO ACCELERATE OR EXTEND RESTRICTIONS. The Compensation Committee,
in its discretion, may accelerate the time period during which any restrictions
hereunder shall apply,
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remove any restrictions, or extend the duration in which restrictions on Shares
issued under the Plan are to be in effect; provided that the Period of
Restriction on Shares granted to a Section 16 Person may not lapse until at
least six (6) months after the Grant Date. After the restrictions have lapsed,
the Participant shall be entitled to have any legend or legends under Section
6.3 and 10.1 removed from his or her Share certificate(s), and the Shares shall
be freely transferable by the Participant.
SECTION VIII. CHANGE IN CONTROL
8.1 VESTING. If a Change in Control occurs, all Shares outstanding under an
Award with respect to which the restrictions under this Plan have not lapsed
shall no longer be subject to such restrictions and will become immediately
vested in the Participant notwithstanding any contrary vesting periods specified
in this Plan.
8.2 RIGHT TO ALTER. The occurrence of a Change in Control shall not limit the
Compensation Committee's authority to take any action, in its sole discretion,
as permitted under the terms of this Plan.
SECTION IX. OTHER PROVISIONS
9.1 BOARD PROVISIONS. Any Award under the Plan may be subject to such other
provision (whether or not applicable to the Award to any other Participant) as
the Board determines to be appropriate, including, without limitation,
provisions for the forfeiture of and restrictions on the sale, resale or other
disposition of Shares acquired under any Award, provisions giving the
Corporation the right to repurchase Shares acquired under any Award, provisions
to comply with Federal and state securities laws, any shareholder agreements
between the Corporation and shareholders or understandings or conditions as to
the Participant's employment in addition to those specifically provided for
under the Plan.
SECTION X. ENDORSEMENT OF SHARE CERTIFICATES
10.1 LEGEND. Certificates for the Shares issued pursuant to the Plan shall be
endorsed as follows: "The stock evidenced by this certificate is subject to the
restrictions stated in, and is transferable only in accordance with, the
provisions of the Brunswick Bancorp Restricted Stock Award Plan, as may be
amended from time to time."
SECTION XI. NO RIGHT TO CONTINUED EMPLOYMENT
11.1 NO RIGHTS HEREUNDER. Nothing contained herein or in any instrument
designating an officer or employee a Participant or evidencing the grant of an
Award hereunder shall confer upon any Participant any right with respect to
continued employment by the Corporation or limit in any way the right of the
Corporation to terminate the Participant's employment at any time for any reason
whatsoever.
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SECTION XII. TERMINATION AND AMENDMENT; DURATION OF PLAN
12.1 AMENDMENT. The Board may terminate at any time or from time to time amend
or suspend the Plan in accordance with any applicable requirements as provided
for in (i) Federal, state or local laws, or (ii) rules or regulations that are
required by an exchange on which the Shares are listed or traded. However, no
such amendment shall, without the prior approval of the voting stockholders of
the Corporation, increase the aggregate number of Shares for issuance as Awards
under this Plan or increase the amount or type of Awards that may be granted
under the Plan. In addition, no amendment, suspension or termination of this
Plan shall alter or impair any rights or obligations under any Award previously
granted under the Plan without the consent of the Participant to whom such Award
was made.
12.2 DURATION. No Award may be granted more than 10 years after the date of
adoption of the Plan, during any suspension of the Plan or after the Plan has
been terminated. The Plan shall commence as of the Effective Date.
SECTION XIII. INTERNAL REVENUE CODE SS.83(B) ELECTION
13.1 ELECTION. In accordance with Section 83 of the Code, the Participant shall
have the right to include the Fair Market Value of the Shares on the Grant Date
in his gross income for Federal income tax purposes in the year of such Award,
provided, however, that he provides a copy of such election to the Corporation
within 30 days after the election is made.
SECTION XIV. WITHHOLDING
14.1 REQUIREMENTS. Whenever income taxes are payable with respect to Shares, the
Corporation shall have the right to require a Participant to remit to the
Corporation an amount sufficient to satisfy any Federal, state and local
withholding tax requirements.
14.2 WITHHOLDING ARRANGEMENTS. The Compensation Committee, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit or require a Participant to satisfy all or part of the tax
withholding obligations in connection with an Award by (a) having the
Corporation withhold otherwise deliverable Shares or (b) delivering to the
Corporation already-owned Shares having a Fair Market Value equal to the amount
required to be withheld. The amount of the withholding requirement shall be
deemed to include any amount which the Compensation Committee determines, not to
exceed the amount determined by using the maximum Federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be determined. The
Fair Market Value of the Shares to be withheld or delivered shall be determined
as of the date that the taxes are required to be withheld.
XIV. MISCELLANEOUS
15.1 BENEFICIARY DESIGNATION. A Participant may file with the Compensation
Committee a written designation of a beneficiary or beneficiaries (subject to
the approval of the Compensation Committee and the limitations that the
Compensation Committee may prescribe) to receive, in the event of the death of
the Participant, benefits under this Plan. A Participant may from time to time
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revoke or change the beneficiary designation under the Plan provided, however,
that if the Compensation Committee shall be in doubt as to the right of any such
beneficiary to receive any benefit under the Plan, the Compensation Committee
may determine to recognize only a disposition to the legal representative of the
recipient, in which case the Corporation, the Committee and the members thereof
shall not be under any further liability to anyone.
15.2 UNFUNDED PLAN. The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any payments or deliveries
of Shares not yet made to a Participant by the Corporation, nothing contained
herein shall give any rights that are greater than those of a general creditor
of the Corporation.
15.3 GOVERNING LAW. The Plan shall be construed, administered and enforced
according to the laws of the State of New Jersey, without regard to the choice
of law provisions thereof.
15.4 GENDER AND NUMBER. The masculine gender, wherever used, shall include the
feminine and neuter genders, and the singular shall include the plural, and vice
versa, unless the context clearly requires otherwise.
15.5 HEADINGS. The headings contained in the Plan are for reference only and not
intended to be a part of, or to affect the meaning or interpretation of, the
provisions of this Plan.
XVI. EFFECTIVE DATE OF PLAN
16.1 Upon approval of this Plan by the Board and the consent of a majority of
the shareholders of the Corporation, this Plan shall become effective as of
January 1, 2000.
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