<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
BRUNSWICK BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Brunswick Bancorp (the "Company"), will be held at 3:00 P.M. on Tuesday, April
25, 2000 at the office of Brunswick Bank and Trust Company (the "Bank"), located
at 439 Livingston Avenue, New Brunswick, New Jersey 08901, for the purpose of
considering and voting upon the following matters:
1. The election of 12 nominees named in the accompanying Proxy
Statement to serve as directors of the Company.
2. To consider and vote upon the proposal that the shareholders approve
the amendment and restatement of the Brunswick Bancorp 1998 Stock
Option Plan, to be known as the Brunswick Bancorp 2000 Stock Option
Plan described in the accompanying Proxy Statement, and to approve
an increase in the number of shares of Common Stock available for
grants of options under the amended and restated 2000 Plan by
178,000 to a total of 250,000 shares, par value $2.00 per share,
available for option grants to eligible employees and non-employee
directors of the Corporation.
3. To consider and vote upon the proposal that the shareholders approve
the Brunswick Bancorp Restricted Stock Award Plan described in the
accompanying Proxy Statement, which provides for the awarding of up
to 100,000 restricted shares of the Corporation's common stock, par
value $2.00 per share, to be issued to eligible employees.
4. Such other business as may properly come before the Meeting.
Shareholders of record at the close of business on March 28, 2000 are
entitled to notice of and to vote at the meeting. Whether or not you contemplate
attending the meeting, it is suggested that the enclosed proxy be executed and
returned to the Company. You may revoke your proxy by delivering to the Company
a later-dated proxy or by delivering a written notice of revocation to the
Company.
By Order of the Board of Directors
THOMAS FORNALE, Secretary
April 12, 2000
IMPORTANT - PLEASE MAIL YOUR PROXY STATEMENT
You are urged to sign and return the enclosed Proxy to the Company
promptly in the envelope provided so that there may be sufficient representation
at the Annual Meeting.
<PAGE> 3
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
PROXY STATEMENT
DATED APRIL 12, 2000
GENERAL PROXY STATEMENT INFORMATION
Outstanding Securities and Voting Rights
This Proxy Statement is furnished in connection with the solicitation of
the Board of Directors of Brunswick Bancorp (the "Company") of proxies for use
at the Annual Meeting of Shareholders of the Company to be held at 3:00 P.M. on
Tuesday, April 25, 2000 at the office of Brunswick Bank & Trust Company (the
"Bank"), located at 439 Livingston Avenue, New Brunswick, New Jersey 08901. This
proxy is first being mailed to shareholders on approximately April 12, 2000.
The record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting was March 28, 2000. Only shareholders of record as of
that date will be entitled to notice of and to vote at the Annual Meeting.
On the record date, 1,804,532 shares of common stock, par value $2.00 per
share, were outstanding and eligible to be voted at the Annual Meeting.
Each share of common stock is entitled to one vote. All shares represented
by valid proxies received pursuant to this solicitation will be voted in favor
of the 12 nominees for director named in this Proxy Statement, unless the
shareholder specifies a different choice by means of his proxy or revokes the
proxy prior to the time it is exercised. Should any other matter properly come
before the Annual Meeting, the persons named as proxies will vote upon such
matters according to their discretion.
At the meeting, inspectors of election will tabulate both ballots cast by
shareholders present and voting in person, and votes cast by proxy. Under
applicable state law and the Company's Certificate of Incorporation and Bylaws,
abstentions and broker non-votes are counted for purposes of establishing a
quorum but otherwise do not count. Directors are elected by a plurality of the
votes cast. Thus, abstentions and broker non-votes will have no effect on the
outcome of the vote to elect directors.
Revocability of Proxies
Any shareholder given a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting by
delivering a later-dated proxy or a written revocation sent to Thomas Fornale,
Secretary of the Company, at the office of the Bank, P.O. Box 29, New Brunswick,
New Jersey 08903 or by hand delivery to 439 Livingston Avenue, New Brunswick,
New Jersey. A proxy may be revoked at the Annual Meeting by filing a later-dated
proxy or a written notice of such revocation with the Secretary of the Meeting
prior to the voting of such proxy.
Solicitation of Proxies
This proxy solicitation is being made by the Board of Directors of the
Company and the cost of the solicitation will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph by officers, directors and employees of the Company or
the Bank who will not be specially compensated for such solicitation activities.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries for forwarding solicitation materials to the beneficial owners
of shares held of record by such persons and the Company will reimburse such
persons for their reasonable expenses incurred in forwarding the materials.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The by-laws of the Company provides that the number of directors shall not
be less than 5 nor more than 25 and permits the exact number to be determined
from time to time by the Board of Directors. The Board has fixed the number of
directors at 12.
It is intended that the persons named in the proxy will vote for the
election of the 12 nominees named below to serve as directors. Discretionary
authority is solicited to vote for a lesser number of nominees or to vote for
the election of a substitute nominee if, for any reason, any nominee is unable
to serve or refuses to serve as a candidate for election. The Company has no
reason to believe any nominee would not serve if elected.
1
<PAGE> 4
The following table sets forth the name and age of the Board's nominees,
the nominee's position with the Company, if any, the principal occupation or
employment of each nominee for the past five years and the period during which
each nominee has served as a director. The nominee's service as a director
includes prior service as a director of the Bank. Messrs. Barrood, Gassaro,
McDaid and Russo are not currently directors and nominated for the first time
this year.
<TABLE>
<CAPTION>
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Name, Age and Position Principal Occupations Director
with Company During Past Five Years Since
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bruce Arbeiter, 60 President, Rutgers Express Co. (Trucking Company) 1981
- --------------------------------------------------------------------------------------------------------------
Phillip W. Barrood, 74 President, Century 21 Barrood -
- --------------------------------------------------------------------------------------------------------------
Joseph DeMarco, 65 President, High Grade Beverage Company 1975
- --------------------------------------------------------------------------------------------------------------
Dominick Faraci, 84 President, Tri-County Supply Company
(Air Conditioning and Heating) 1975
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James V. Gassaro, 56 Attorney at Law -
- --------------------------------------------------------------------------------------------------------------
Carmen J. Gumina, 67 Chairman of the Board and Chief Executive Officer,
Chairman of the Board Brunswick Bank and Trust Company 1973
and Chief Executive Officer
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Michael Kaplan, 59 President, Kaplan and Sons (Construction Company) 1980
- --------------------------------------------------------------------------------------------------------------
Richard A. Malouf, 54 President, Malouf Auto Dealerships 1996
- --------------------------------------------------------------------------------------------------------------
Robert McDaid, 39 President, Renaissance Properties (Construction Company) -
- --------------------------------------------------------------------------------------------------------------
Frederick H. Perrine, 73 President, Perrine Pontiac, Inc. 1975
- --------------------------------------------------------------------------------------------------------------
Gary S. Russo, 45 President, Rure Associates (Window Contractor) -
- --------------------------------------------------------------------------------------------------------------
Robert P. Sica, 66 President, New Brunswick Plating, Inc. 1996
- --------------------------------------------------------------------------------------------------------------
</TABLE>
No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any
company registered as an investment company under the Investment Company Act of
1940.
PROPOSAL NO. 2 -
APPROVAL OF BRUNSWICK BANCORP 2000 STOCK OPTION PLAN
On May 12, 1998, the Board of Directors approved a Non-Qualified Stock
Option Plan ("1998 Plan") for officers and key employees of the Bank. As of
March 14, 2000, the Board of Directors has approved for submission to the
shareholders the proposal to amend and restate the 1998 Plan to include
non-employee directors, and to increase the number of shares of Common Stock
available for grants of options under the Plan by 178,000 to 250,000, par value
$2.00 per share, to be available for option grants to eligible employees and
non-employee directors. This is intended to afford the Corporation greater
flexibility in providing employees and non-employee directors with an equity
interest and ensures that that the Corporation can continue to provide such
equity interests at levels determined appropriate by the Board of Directors.
The amended and restated plan, entitled Brunswick Bancorp 2000 Stock
Option Plan ("2000 Plan"), is set forth in Appendix A of this Proxy Statement.
The overall objective of the 2000 Plan is to foster and promote the long-term
success of Brunswick Bancorp and its shareholders by providing both employees
and non-employee directors of the Corporation an opportunity to obtain an equity
interest in the Corporation through grants of non-qualified stock options. The
Plan will assist the Corporation in attracting and retaining the highest quality
of experienced employees and non-employee directors and in aligning the
interests of such employees and non-employee directors more closely with the
interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation.
Approval of the 2000 Plan requires the affirmative vote of the holders of
a majority of the shares of Common Stock entitled to vote at the meeting. Upon
approval, the Plan is to be effective as of January 1, 2000.
The following is a brief description of the provisions of the 2000 Plan,
and is qualified in its entirety by reference to the complete text of the 2000
Plan set forth as Appendix A to this Proxy Statement.
Effective Date of Plan
January 1, 2000, upon approval by the shareholders.
2
<PAGE> 5
Shares Subject to Plan
The 2000 Plan will enable the Corporation to grant options to purchase up
to 250,000 shares of its Common Stock. The number of shares to be granted
pursuant to the 2000 Plan is subject to adjustment in the event of stock
dividends, stock splits, recapitalizations and other similar events. Such shares
will be made available from authorized but unissued shares of Common Stock. The
underlying shares of any expired or terminated options under the prior 1998 Plan
may also be used for the granting of additional options under the 2000 Plan.
Administration
In general, the 2000 Plan will be administered by the Compensation
Committee, which 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 16b-3(b) of the Securities Exchange Act of 1934 ("1934 Act").
Among other things, excluding awards to non-employee directors, the
Compensation Committee shall have the discretion and exclusive authority to
approve and grant awards, determine the individuals to whom and the time or
times at which awards may be granted, and determine the terms and conditions of
any award granted under the 2000 Plan, including whether to impose any vesting
period, and setting the exercise price thereof.
For purposes of compliance with Section 16b-3 of the 1934 Act with respect
to awards of options to non-employee directors, the entire Board of Directors
shall administer the Plan (specifically Section 8 of the Plan), and the
Compensation Committee shall exercise no discretion with respect to Section 8.
In the Board's administration of Section 8 and the awarding of options to
non-employee directors (including directors emeritus), the Board shall have all
of the authority and discretion otherwise granted to the Compensation Committee
in the Plan with respect to the administration and operation of the Plan.
Eligibility
All employees and non-employee directors (including directors emeritus)
are eligible to receive options under the 2000 Plan. Participants under the Plan
shall be selected from time to time by the Compensation Committee or, with
respect to non-employee directors, the Board of Directors, in its sole
discretion, from among those eligible, and the Compensation Committee or the
Board shall determine in its sole discretion the numbers of shares to be awarded
as options under the 2000 Plan.
Term
Options granted under the 2000 Plan will have terms of 5 years, subject to
earlier termination of the options as provided in the 2000 Plan.
Exercise Price and Period
The exercise price per share of Common Stock pursuant to an award of an
option shall be determined by the Compensation Committee, or with respect to a
non-employee director, the Board of Directors, on the date the option is
granted. Shares may be purchased only upon full payment of the exercise price in
cash or by cash equivalent unless otherwise provided for by the Compensation
Committee or, with respect to non-employee directors, the Board.
No option granted under then 2000 Plan will be exercisable beyond the
expiration of its terms.
If there is a termination for any reason other than death, disability or
termination for cause (as defined in the 2000 Plan), the options shall be
exercisable only as to those shares which were immediately exercisable by the
optionee at the date service ceases and only for a period of three months
following such termination. Options which are not exercisable on the date of
such termination shall never become exercisable. In the event of termination for
cause (as defined in the 2000 Plan), all rights of an optionee pursuant to an
option grant shall expire as of the date of the termination for cause, as
determined by the Compensation Committee. In the event of termination as a
result of death or disability, all outstanding options held by the optionee,
whether or not exercisable at such time, shall be exercisable by the optionee or
his legal representatives or beneficiaries for one year or such longer period as
determined by the Compensation Committee (or Board as the case may be) following
the date of death or disability, provided that in no event shall the period
extend beyond the expiration of the option's term as specified in a Stock Option
Agreement between an optionee and the Corporation issued pursuant to the 2000
Plan. In the event of retirement, options may be exercised for a period of time
ending the earlier of (i) the remaining term of the option, or (ii) six months.
3
<PAGE> 6
Options Granted Subject to Approval
The Board of Directors approved the following options to the individuals
named below. The date of the option grants will be set after shareholder
approval has been obtained.
<TABLE>
<CAPTION>
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Exercise Price of
Options Granted Options Granted
Participant/Optionee Under 2000 Plan Under 2000 Plan per Share
- -----------------------------------------------------------------------------------------------------
Employee:
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<S> <C> <C>
Reinhard Kruegel 6750 $10.00
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Gary Rosenthal 6750 10.00
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Russell Jaeschke* 6750 10.00
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Reena Sambhwani* 6750 10.00
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Christine Cioffi 6750 10.00
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Patricia Gerhartz 6750 10.00
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John Colligan 6750 10.00
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Frank Puleio 6750 10.00
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Frank Gumina, Jr. 6750 10.00
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Myron Pollard 6750 10.00
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Thomas Fornale 6750 10.00
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Kathryn Neu 6750 10.00
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TOTAL: 81,000
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Non-Employee Directors:
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Richard Malouf 8500 $10.00
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Bruce Arbeiter 8500 10.00
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Robert Sica 8500 10.00
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Michael Kaplan 8500 10.00
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Frederick Perrine 8500 10.00
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Joseph De Marco 8500 10.00
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Robert McDaid 8500 10.00
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Gary Russo 8500 10.00
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Phillip W. Barrood 8500 10.00
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James Gassaro 8500 10.00
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Dominick Faraci 8500 10.00
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- -----------------------------------------------------------------------------------------------------
Directors Emeritus:
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John Maltese 8500 10.00
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Josephine Gumina 8500 10.00
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TOTAL: 110,500
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- -----------------------------------------------------------------------------------------------------
*Newly Eligible Employees
- -----------------------------------------------------------------------------------------------------
</TABLE>
All the options set forth in the above table are subject to a vesting
schedule, wherein 20% of the total amount of options granted to each optionee
listed above will become exercisable on the anniversary of the date of grant,
with 100% of the options becoming exercisable upon the fifth (5th) anniversary
of the grant date. The grant date shall be determined by the Compensation
Committee (or the Board) and will be set forth in an Agreement evidencing the
award of the option, as described in the 2000 Plan.
4
<PAGE> 7
Termination of Options Under 1998 Plan
In connection with the proposed grants to participants subject to
shareholder approval under the 2000 Plan, all outstanding unexercised options
granted to participants under the 1998 Plan will be terminated as set forth
below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Terminated Exercise Price of
Outstanding Options Terminated Options
Participant Under 1998 Plan(1) per Share(2)
- -------------------------------------------------------------------------------------------------
Employee:
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Reinhard Kruegel 6250 $12.80
- -------------------------------------------------------------------------------------------------
Gary Rosenthal 6250 12.80
- -------------------------------------------------------------------------------------------------
Christine Cioffi 6250 12.80
- -------------------------------------------------------------------------------------------------
Patricia Gerhartz 6250 12.80
- -------------------------------------------------------------------------------------------------
John Colligan 6250 12.80
- -------------------------------------------------------------------------------------------------
Frank Puleio 6250 12.80
- -------------------------------------------------------------------------------------------------
Frank Gumina, Jr. 6250 12.80
- -------------------------------------------------------------------------------------------------
Myron Pollard 6250 12.80
- -------------------------------------------------------------------------------------------------
Thomas Fornale 6250 12.80
- -------------------------------------------------------------------------------------------------
Kathryn Neu 6250 12.80
- -------------------------------------------------------------------------------------------------
Roman Gumina 43,750 12.80
- -------------------------------------------------------------------------------------------------
Carmen Gumina 31,250 12.80
- -------------------------------------------------------------------------------------------------
(1) Reflects Options adjusted for 5 for 4 stock split on February 11, 1999.
(2) Exercise Price adjusted from $30.00 to reflect 5 for 4 stock split on February 11, 1999.
- -------------------------------------------------------------------------------------------------
</TABLE>
Plan Amendment
The Compensation Committee (or the Board as the case may be), may amend,
modify or terminate the 2000 Plan or any outstanding option held by an optionee,
including substituting therefor another option of the same or a different type
or changing the date of exercise or realization, provided that the optionee's
consent to each action shall be required unless the Compensation Committee (or
the Board) determines that the action, taking into account any related action,
would not materially and adversely affect the optionee, and further provided
that no amendment or modification will be permitted if such amendment or
modification would cause the 2000 Plan to fail to comply with Rule 16b-3 under
the 1934 Act.
Income Tax Consequences Under the 2000 Plan
The description of the tax consequences set forth below is provided as a
general overview and does not purport to be complete. Statutory provisions are
subject to change, as are their interpretations, and their application may vary
in individual circumstances.
Options granted under the 2000 Plan will be treated as non-qualified stock
options. An optionee who is granted a non-qualified stock option generally will
not realize compensation taxable as ordinary income upon the grant of an option.
Upon exercise of the option, the amount by which the fair market value of the
shares at the time of exercise exceeds the option's price is treated as
compensation taxable as ordinary income received by the optionee. The
Corporation will ordinarily be entitled to a corresponding tax deduction at the
time the optionee realizes compensation income, provided applicable rules
pertaining to tax withholding are satisfied and the compensation represents an
ordinary and necessary business expense of the Corporation. Upon subsequent
disposition by sale of any of the shares acquired by the optionee, any
difference between the sale price and the optionee's exercise price, to the
extent not recognized as taxable income as provided above, is treated as
long-term short-term capital gain or loss, depending on the holding period.
Vote Required
Approval of the 2000 Plan requires the affirmative vote of the holders of
a majority of the shares of Common Stock entitled to vote at the meeting.
The Board of Directors unanimously recommends a vote "FOR" the plan.
5
<PAGE> 8
PROPOSAL NO. 3 -
APPROVAL OF BRUNSWICK BANCORP RESTRICTED STOCK AWARD PLAN
As of March 14, 2000, the Board of Directors has approved for submission
to the shareholders the Brunswick Bancorp Restricted Stock Award Plan
("Restricted Stock Plan"), which provides for awards of up to 100,000 restricted
shares of the Corporation's common stock, par value $2.00 per share, to be
issued to eligible employees. The form of the Restricted Stock Plan is set forth
in Appendix B of this Proxy Statement.
The objective of the Restricted Stock Plan is 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.
Approval of the 2000 Plan requires the affirmative vote of the holders of
a majority of the shares of Common Stock entitled to vote at the meeting. Upon
approval, the Restricted Stock Plan is to be effective as of January 1, 2000.
The following is a brief description of the provisions of the Restricted
Stock Plan, and is qualified in its entirety by reference to the complete text
of the Restricted Stock Plan set forth as Appendix B to this Proxy Statement.
Effective Date of Plan
January 1, 2000, upon approval by the shareholders.
Shares Subject to Plan
The Restricted Stock Plan provides for awards of up to 100,000 shares of
Common Stock, subject to restrictions as set forth in the Restricted Stock Plan.
The restricted shares under the Plan are subject to adjustment in the event of
stock dividends, stock splits, recapitalizations and other similar events. Such
shares will be made available from authorized but unissued shares of Common
Stock. Restricted shares subject to award under the Restricted Stock Plan which
may thereafter be surrendered or forfeited, or if any other shares are not
issued, such unused shares shall be available for new awards under the Plan.
Eligibility
Key employees (including officers) of the Corporation as determined by the
Compensation Committee, are eligible for awards under the Restricted Stock Plan.
Awards may be granted under this Plan to persons who have previously received
awards of shares or other benefits under any other plans of the Corporation.
Administration
The Restricted Stock Plan shall be administered by the Compensation
Committee, which shall consist of not less than two (2) Directors to be
appointed 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 16b-3(b) of the 1934 Act. The Compensation
Committee, in its sole discretion, may delegate all or any part of its authority
and powers under the Restricted Stock 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 (as defined in the
Plan).
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 determine which employees shall be granted
awards, prescribe the terms and conditions of the awards, interpret the terms of
the Restricted Stock Plan and the awards thereunder, and adopt such procedures
and rules for the administration, interpretation and application of the
Restricted Stock Plan as are consistent therewith. The Compensation Committee,
in its sole discretion, may cancel any unexpired, unpaid or deferred awards at
any time if an award recipient is not in compliance with all the applicable
provisions of the Restricted Stock Plan.
All determinations and decisions made by the Compensation Committee, or
the Board, and any delegate of the Compensation Committee pursuant to the
provisions of the Restricted Stock Plan shall be final, conclusive and binding
on all persons.
Award of Restricted Shares
The Compensation Committee may grant awards of restricted shares to
eligible employees 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. 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
<PAGE> 9
Restrictions
In the event a participant in the Restricted Stock Plan terminates
employment with the Corporation for any reason before the end of the period of
restriction as set forth under the Plan, which is the 5th anniversary of the
date the award is granted, the participant shall immediately transfer all his
restricted shares received pursuant to an award under the Restricted Stock Plan
to the Corporation, shall forfeit the award, and shall have no rights to receive
payment from the Corporation under the Restricted Stock Plan. The Compensation
Committee, in its sole discretion, may impose such other restrictions on shares
under the Plan, whether unissued or currently outstanding under an award, as it
may deem advisable or appropriate.
The Compensation Committee, in its discretion, shall legend the
certificates representing restricted shares to give appropriate notice of the
restrictions applicable to such shares under the Restricted Stock Plan.
Voting Rights and Dividends
During any period of restriction imposed under the Restricted Stock Plan,
participants awarded restricted shares may exercise full voting rights with
respect to those shares, and 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 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 (as defined in the Restricted Stock Plan), 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.
Except to the limited extent described herein, no participant (nor any
beneficiary) shall have any of the rights or privileges of a shareholder of the
Corporation with respect to any shares issued 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).
Nontransferability
Shares awarded under the Restricted Stock Plan shall not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated until the
end of the period of restriction and the removal of the legend with respect to
such shares. 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.
Removal of Restrictions
The restrictions under the Restricted Stock Plan shall lapse in accordance
with the schedule set forth in the Plan, and the restricted shares to which the
lapsed restrictions applied shall be released and delivered to the participant.
In addition, restrictions imposed on shares under the Restricted Stock
Plan will no longer apply, and all shares acquired pursuant to an award under
this Restricted Stock Plan will vest in the participant immediately upon the
death, disability or retirement of the participant.
Change in Control
Upon a change in control of the Corporation (as defined in the Restricted
Stock Plan), all restricted shares outstanding under an award will immediately
vest in the participant.
Board Action
Any award under the Restricted Stock 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 Restricted Stock Plan.
7
<PAGE> 10
Plan Amendment
The Board may terminate, amend or suspend the Restricted Stock 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
Restricted Stock 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.
Term
No award may be granted more than 10 years after the date of adoption of
the Restricted Stock Plan, during any suspension of the Plan or after the Plan
has been terminated.
Awards under the Restricted Stock Plan Subject to Approval
The Board of Directors approved the following awards to the individuals
named below. The date of the awards will be set after shareholder approval has
been obtained.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Restricted Stock Award Under
Participant Restricted Stock Plan
- --------------------------------------------------------------------------------
<S> <C>
Carmen Gumina 30,000 shares
- --------------------------------------------------------------------------------
Roman Gumina 30,000 shares
- --------------------------------------------------------------------------------
TOTAL: 60,000
- --------------------------------------------------------------------------------
</TABLE>
Income Tax Consequences Under the Restricted Stock Plan
The description of the tax consequences set forth below is provided as a
general overview and does not purport to be complete. Statutory provisions are
subject to change, as are their interpretations, and their application may vary
in individual circumstances.
At the time of acquisition, shares of restricted stock are subject to "a
substantial risk of forfeiture" within the meaning of Section 83 of the Internal
Revenue Code. As a result, the recipient will not generally recognize ordinary
income at the time of acquisition. Instead, the recipient will recognize
ordinary income on the dates when the stock ceases to be subject to a
substantial risk of forfeiture. The stock will generally cease to be subject to
a substantial risk of forfeiture when it is no longer subject to the
Corporation's right to reacquire the stock upon the recipient's termination of
employment with the Corporation. At such times, the recipient will recognize
ordinary income measured as the difference between the purchase price (if any)
and the fair market value of the stock on the date the stock is no longer
subject to a substantial risk of forfeiture.
The recipient may accelerate to the date of acquisition his or her
recognition of ordinary income, if any, and the beginning of any capital gain
holding period, by timely filing an election pursuant to Section 83(b) of the
Code. In such event, the ordinary income recognized, if any, is measured as the
difference between the purchase price (if any) and the fair market value as of
the date of acquisition and the capital gain holding period commences on such
date. The ordinary income recognized by a recipient who is an employee will be
subject to tax withholding by the Corporation. Different rules may apply if the
recipient is also an officer, director or 10% shareholder of the Corporation.
Vote Required
Approval of the Restricted Stock Plan requires the affirmative vote of the
holders of a majority of the shares of Common Stock entitled to vote at the
meeting.
The Board of Directors unanimously recommends a vote "FOR" the plan.
8
<PAGE> 11
BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Company held three meetings of the Board during 1999.
The directors of the Company also serve as directors of the Bank. The
Board of Directors of the Bank schedules regular meetings every second Tuesday
of each month and special meetings as circumstances require. During 1999, the
Board of Directors of the Bank held 11 meetings.
The Bank maintains a Loan Committee, Audit Committee, Nominating
Committee, Wage and Compensation Committee, Compliance Committee and Finance
Committee. The Nominating and Wage and Compensation Committees of the Bank are
appointed once a year by the Chairman of the Board of the Bank. The Loan
Committee consists of 3 directors and met 11 times during 1999.
The Audit Committee of the Bank arranges for the Bank's directors'
examination through its independent public accountant, reviews and evaluates the
recommendations of the directors' examination and recommends any action to be
taken in connection therewith. During 1999, the Audit Committee consisted of 3
directors, Joseph DeMarco, Frederick Perrine and Richard Malouf, and met 9
times.
The Nominating Committee of the Bank recommends a slate of nominees for
election as directors. The Nominating Committee consists of 2 directors who in
1999 were Richard Malouf and Frederick Perrine. The Committee met once during
1999. The Nominating Committee will consider nominees recommended by
shareholders. Such recommendations should be sent in writing to the Secretary of
the Company no later than December 31, 2000 for consideration in connection with
the Company's 2001 Annual Meeting.
The Compliance Committee of the Bank oversees the Bank's compliance
program. This committee consists of 3 directors who in 1999 were Robert Sica,
Michael Kaplan and Josephine Gumina. The Compliance Committee met 7 times during
1999.
The Finance Committee of the Bank reviews and approves vendors' invoices
for payment. This committee consists of 2 directors who in 1999 were Bruce
Arbeiter and John Maltese. The Finance Committee met 11 times during 1999.
During 1999 all directors except Joseph DeMarco attended at least 75
percent of the aggregate of the total number of Company Board meetings and
meetings of committees of the Board on which they served. Mr. DeMarco attended
45% of the scheduled meetings.
DIRECTORS' COMPENSATION
There are no director fees for the Company. Director fees for the Bank
consist of $400 for each meeting of the Board of Directors attended. Directors
who are members of committees of the Bank receive a fee of $125 for each
committee meeting attended. Directors who render services in appraising the
value of property also receive appraisal fees.
9
<PAGE> 12
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of the Company's common stock, as of February 8, 2000, by each
director, by each nominee for director and by each executive officer of the
Company for whom individual compensation information is required to be set forth
in the Proxy Statement pursuant to SEC rules (the "Named Officer"), by all
directors and executive officers as a group, and by other principal
shareholders. The Company knows of no person or group which beneficially owns 5%
or more of the Company's stock, except as set forth below. As of February 8,
2000 Messrs. Gassaro and McDaid owned no shares of the Company's common stock
but will be required to acquire common stock if they are elected.
<TABLE>
<CAPTION>
Number of Shares Percentage
Beneficially Owned (1) of Class
---------------------- --------
Directors, Nominees for Director and Named Officers:
<S> <C> <C>
Bruce Arbeiter 40,492(2) 2.2%
Phillip W. Barrood 2,474(3) .1%
Joseph DeMarco 56,870(4) 3.2%
Dominick Faraci 9,504(5) .5%
Carmen J. Gumina 275,282(6) 15.3%
Josephine Gumina 94,272 5.2%
Roman T. Gumina 113,534(7) 6.3%
Michael Kaplan 29,780(8) 1.7%
Richard A. Malouf 4,700 .3%
John Maltese 30,620 1.7%
Frederick H. Perrine 4,680 .3%
Gary S. Russo 10,000 .6%
Robert P. Sica 7,504(9) .4%
Directors, Nominees for Director and Named
Officers as a Group (13 persons) 677,132 37.5%
Other Principal Shareholders:
Else M. Gumina
311 Coconut Row
Palm Beach, FL 33480 159,616 8.8%
-----------------------------
</TABLE>
(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment power.
It also includes shares owned (i) by a spouse, minor children or by relatives
sharing the same home, (ii) by entities owned or controlled by the named person
and (iii) by other persons if the named person has the right to acquire such
shares within 60 days by the exercise of any right or option. Unless otherwise
noted, all shares are owned of record and beneficially by the named person.
(2) Of this total, 750 shares are held by Mr. Arbeiter in his name, 31,170
shares are held by Mr. Arbeiter and his wife jointly and 8,572 shares are held
by a profit sharing plan for the benefit of Mr. Arbeiter.
(3) The shares shown here are held jointly by Mr. Barrood and his wife. If
elected director Mr. Barrood will be required to acquire shares in his name
only.
(4) Of this total, 14,046 shares are held by Mr. DeMarco in his name,
24,832 shares are held by Mr. DeMarco and his wife jointly, 14,060 shares are
held by his wife in her name, 1,352 shares are held by a company in which he
owns a substantial interest, and 2,580 shares are held by a company in which Mr.
DeMarco is a partner (along with Mr. Gumina) and has substantial ownership.
(5) Of this total, 4,634 shares are held by Mr. Faraci in his name and
4,870 shares are held jointly with his wife.
(6) Of this total, 263,766 shares are held by Mr. Gumina in his name,
6,574 shares are held in trust for his son who resides at home, 2,580 shares are
held by a company in which Mr. Gumina (along with Mr. DeMarco) is a partner and
has substantial ownership, and 2,362 shares are held in his account in the
Brunswick Bank and Trust Profit Sharing and Cash or Deferred Contribution Plan.
(7) Of this total, 184 shares are held by Mr. Gumina in his name, 4,694
shares are held by his wife in her name, 12,280 shares are held in trust for his
three children who reside at home, 93,360 shares are held in a family trust and
3,016 shares are held in his account in the Brunswick Bank and Trust Profit
Sharing and Cash or Deferred Contribution Plan. Excluded from the shares
reported for Mr. Gumina are 20,428 shares held by the Profit Sharing Plan (some
of which are shown in the table for Directors and Named Officers). By virtue of
Mr. Gumina's service of Trustee of the Plan, it may be asserted that he has
beneficial ownership of such shares. He disclaims beneficial ownership of such
shares.
(8) Of this total, 24,380 shares are held by Mr. Kaplan in his name and
5,400 shares are held by his wife in her name.
(9) Of this total, 1,270 shares are held by Mr. Sica in his name and 6,234
shares are held jointly with his wife.
10
<PAGE> 13
EXECUTIVE COMPENSATION
The following table summarizes all compensation earned in the past three
years for services performed in all capacities for the Company by Carmen J.
Gumina, the Company's CEO and Roman T. Gumina, President who are the only
persons that meet the definition of "Named Officer" under the SEC executive
compensation disclosure rules. Carmen J. Gumina and Roman T. Gumina are father
and son.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securities
Annual Compensation Underlying All Other
Name and Principal Position Year Salary($) Bonus ($) Options/SARs() Compensation ($)
<S> <C> <C> <C> <C> <C>
Carmen J. Gumina, Chairman 1999 250,000 10,000 0 134,480(2)
of the Board and CEO 1998 230,000 11,500 31,250(1) 132,184(2)
of the Company and the Bank 1997 210,000 12,600 0 136,448(2)
Roman T. Gumina, 1999 169,500 6,800 0 14,480(3)
President 1998 150,270 7,475 43,750(1) 11,966(3)
of the Bank1997 117,500 7,050 0 19,526(3)
</TABLE>
(1) The number of shares shown here has been adjusted to reflect a five shares
for four shares stock split paid on February 11, 1999 and a two shares for one
share stock split paid on January 14, 2000.
(2) The amount of All Other Compensation represents the following contributions
by the Company on behalf of Carmen J. Gumina: $120,000 to a trust pursuant to
the Company's Non-Qualified Deferred Compensation Plan (which amount vested 20%
on December 31 of the year contributed and vested an additional 20% on each
successive December 31 for the following four years) and $14,480, $12,184, and
$16,448 for the years ended December 31, 1999, 1998 and 1997, respectively, to a
profit sharing and 401K plan.
(3) The amount shown here represents the Company's contribution, on behalf of
Roman T. Gumina, to a profit sharing and 401K plan.
In 1988, the Company established the Brunswick Bank and Trust Profit
Sharing and Cash or Deferred Contribution Plan for eligible employees. All
employees of the Bank who are 21 years of age or older and have completed one
year of continuous service are eligible. The Plan consists of employer
contributions and voluntary employee contributions. For the year ended December
31, 1999, the Company contributed $96,300 to the Plan of which $14,480 was for
the benefit of Carmen J. Gumina and $14,480 was for the benefit of Roman T.
Gumina.
Effective as of January 1, 1995, the Company adopted a Non-Qualified
Deferred Compensation Plan (the "Plan"). Under the Plan, the Company may award
deferred compensation to such key employees and in such amounts as are
determined from time to time by the Compensation Committee of the Board of
Directors. At the time of each award, the Compensation Committee is to establish
a vesting schedule to payment of the compensation on a deferred basis. The
contributions made by the Corporation under the Plan are to be held in trust and
managed by a plan administrator. For 1999, the only employee granted an award
under the Plan was Carmen J. Gumina (see footnote 2 in the Summary Compensation
Table above).
Stock Option Plan -- The Company has a stock option plan for officers and
key employees which provides for nonqualified and incentive options. The Board
of Directors determines the option price (not to be less than fair market value
for incentive options) at the date of grant. The options generally expire five
years from the date of grant and are exercisable over the period stated in each
option.
Option Exercises
The following table is intended to show options exercised during the last
year and the value of unexercised options held at year-end 1999 by the Company's
Named Officers. The Company does not utilize stock appreciation rights ("SARs")
in its compensation package.
AGGREGATED OPTION / SAR EXERCISES IN LAST YEAR END
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at Year-End (#) at Year-End ($) (1)
------------------------------------------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise () Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Carmen J. Gumina 0 0 12,500/18,750 0/0
Roman T. Gumina 0 0 17,500/26,250 0/0
- ---------------
</TABLE>
NOTES:
(1) Options are "in the money" if the fair market value of the underlying
security exceeds the exercise price of the option at year-end.
Except as described above, there are no employment contracts, termination
arrangements or change in control arrangements between the Company or the Bank
and any of the executive officers.
11
<PAGE> 14
EXECUTIVE COMPENSATION REPORT
The following report was prepared by the Board of Directors of Brunswick
Bancorp.
Brunswick Bank and Trust is the primary subsidiary of Brunswick Bancorp.
The compensation of senior officers of the Bank is determined by, or under the
direction of, the full Board of Directors of the Bank. While the Board of
Directors of the Bank may set compensation itself, or act through its Wage and
Compensation Committee, which is currently composed of Directors, Bruce
Arbeiter, Frederick Perrine and Robert Sica, actual practice in recent years has
been for the Bank's CEO to set compensation, with the exception of stock
options, for all senior officers, including himself, subject to the Board's
right to modify or rescind his decisions.
In determining the compensation of each senior officer for 1999, the CEO
based his decisions on the particular officer's responsibilities, background and
prior year's performance, as well as the performance of the Bank as a whole and
the performance anticipated from the officer during 2000. The Board of Directors
of the Bank did not modify or rescind any compensation decisions made by the CEO
with respect to 1999.
During 1999, Carmen J. Gumina's base compensation was set at $250,000 per
year. This rate was based on Mr. Gumina's responsibilities, background and
performance, and the performance of the Bank as a whole.
The Bank has a profit sharing and 401K plan for which all employees,
including executive officers, are eligible for participation. Vested
contributions under this plan are one way in which executive compensation is
related to the performance of the Bank as a whole. In 1999, executive officers
of the Bank as a group received a total of $31,440 under the plan.
Effective as of January 1, 1995, the Company adopted the Non-Qualified
Deferred Compensation (the "Plan"). The Plan is intended to foster sustained
financial growth through the retention of valuable employees. Under the Plan,
the Company may award deferred compensation to key employees. For 1999, the
Company granted an award of $120,000 under the Plan to Carmen J. Gumina; this
award vested 100% on December 31, 1999.
During 1998 the Board of Directors approved a Non-Qualified Stock Option
Plan to key personnel of the Bank. The responsibility for establishing stock
option awards rests with the Stock Option Committee. The Stock Option Committee
makes recommendations for awards based upon the following criteria:
(1) The performance of the officer or employee of the Bank.
(2) The benefit which the Company has derived as a result of the efforts
of the award candidate.
(3) The Company's desire to encourage long-term employment of the award
candidate.
No new options were granted under the plan in 1999.
THE BOARD OF DIRECTORS OF BRUNSWICK BANCORP
Bruce Arbeiter Carmen J. Gumina Richard A. Malouf
Joseph DeMarco Josephine Gumina John Maltese
Dominick Faraci Michael Kaplan Frederick H. Perrine
Robert P. Sica
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Among those who served on the board of directors of the Company during
1999 and thus were ultimately responsible for setting executive officer
compensation, Carmen J. Gumina is himself an executive officer of the Company.
Mr. Gumina and his associates were customers of and had transactions with
the Bank in the ordinary course of business during the year ended December 31,
1999. Similar transactions may be expected to take place with the Bank in the
future. Outstanding loans and commitments made by the Bank in transactions with
Mr. Gumina and his associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than a
normal risk of collectability or present other unfavorable features.
The Bank leases one of its operating locations from Cardal Associates.
Carmen J. Gumina, CEO and Chairman of the Board of the Company, is the sole
principal in Cardal Associates. Rent paid to Cardal Associates by the Bank
totalled $319,139 for the year ended December 31, 1999. The Company anticipates
a rental amount relatively unchanged for 2000.
The Bank performs servicing of two loans which are owned by Anpol
Associates, an entity in which Carmen J. Gumina, CEO and Chairman of the Board
of the Company, owns a 33% interest. As of December 31, 1999, loans serviced for
Anpol totaled $190,506. The Bank retains the servicing on the one loan, for
Carmen J. Gumina which has an outstanding principal balance of $398,095 as of
December 31, 1999. The loan participation sold and the servicing performed are
done on substantially the same terms as those prevailing at the time for
comparable transactions with other parties.
12
<PAGE> 15
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company has had, and may be expected to have in the future,
transactions with directors, principal officers, their immediate families, and
affiliated companies in which directors are principal stockholders (commonly
referred to as related parties). The Bank has made loans to its directors and
officers and their associates. All such loans (i) were made in the ordinary
course of business, (ii) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and (iii) did not involve more than the normal
risk of collectability or present other unfavorable features. Other material
transactions are described above under the caption "Compensation Committee
Interlocks and Insider Participation."
PERFORMANCE GRAPH
This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 1994 in: (a) Brunswick Bancorp common stock; (b)
the Standard & Poor's (S&P) 500 Stock Index; and (c) Keefe, Bruyette & Woods,
Inc. KBW Eastern Region Sub-Index. The graph is calculated assuming that all
dividends are reinvested during the relevant periods. The graph shows how a $100
investment would increase or decrease in value over time, based on dividends,
(stock or cash) and increases or decreases in the market price of the stock.
This year, Brunswick Bancorp switched from Keefe, Bruyette &Woods Eastern
Region Index of banking organizations to the KBW 50 Index, an index composed of
fifty money center and regional banks. This switch is necessary because, Keefe,
Bruyette &Woods will no longer track an Eastern Region Index. Instead, the KBW
50 Index should provide a consistent means for comparing the performance of
Brunswick Bancorp's common stock against other financial instructions generally.
The comparable figures in the graph below for the Keefe, Bruyette &Woods Eastern
Region Index would have been 1/1/95 - $100; 12/31/95 - $169.75; 12/31/96 -
$232.83; 12/31/97 - $372.57; 12/31/98 - $388.14; 12/31/99 - $374.87.
INDEX OF TOTAL RETURNS
BASED ON DIVIDENDS AND MARKET PRICE OF STOCK -
DOES NOT REFLECT EARNINGS PERFORMANCE
[LINE CHART OMITTED]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
CHART
<S> <C> <C> <C> <C> <C> <C>
Brunswick Bancorp 100.00 144.00 144.00 249.60 384.00 276.00
S&P 500 100.00 137.58 169.17 225.61 290.08 351.12
KBW 50 Index 100.00 160.16 226.56 331.21 358.62 346.17
- --------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 16
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Michael R. Ferraro, Certified Public Accountant, is the successor to the
firm of Ferraro, Wood & Company, Certified Public Accountants, which dissolved
on October 31, 1998. Michael R. Ferraro, Certified Public Accountant, and its
predecessor firms, have served as the Bank's and the Company's independent
public accountants since 1978. Michael R. Ferraro, Certified Pubic Accountant,
audited the Company's 1999 financial statements. Selection of the Company's
independent public accountants for the 2000 fiscal year will be made by the
Board of Directors subsequent to the Annual Meeting.
A representative of Michael R. Ferraro, Certified Public Accountant, will
be present at the Annual Meeting to be available to answer appropriate questions
and will have the opportunity to make a statement if he so desires.
SHAREHOLDER PROPOSALS
New Jersey corporate law requires that the notice of a regular or special
shareholders' meeting specify the purposes of the meeting. Thus, a shareholder
proposal must be referred to in the Company's notice of the meeting for the
proposal to be validly considered at an annual meeting.
Any shareholder who wishes to have a proposal included in the Company's
notice of shareholders' meeting, proxy statement and proxy card for its 2001
annual meeting must submit the proposal to the Secretary of the Company by the
applicable deadline. The deadline is December 10, 2000, subject to change as
noted below.
If the Company changes its 2001 annual meeting date to a date more than 30
days from the date of its 2000 annul meeting, then the deadline will be changed
to a reasonable time before the Company begins to print and mail its proxy
materials. If the Company changes its meeting date and alters the deadline, the
Company will specify the new deadline in Item 5 of its first Form 10-Q filed
with the SEC after the date change. If it is not practical to use the 10-Q to
inform shareholders, the Company will inform its shareholders about the change
in another way.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the annual meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendations of the Board of
Directors.
Shareholders are urged to sign the enclosed proxy, which is solicited on
behalf of the Board of Directors, and return it to the Company in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Carmen J. Gumina
Chairman of the Board
New Brunswick, New Jersey
April 12, 2000
A copy of the Company's annual report on Form 10-K (except exhibits) filed
with the Securities and Exchange Commission will be furnished to any shareholder
upon written request addressed to Mr. Thomas Fornale, Secretary, Brunswick
Bancorp, 439 Livingston Avenue, New Brunswick, New Jersey 08901.
14
<PAGE> 17
APPENDIX A
BRUNSWICK BANCORP
2000 STOCK OPTION PLAN
(Amended and Restated)
================================================================================
SECTION 1. PURPOSE
The Brunswick Bancorp 2000 Stock Option Plan is hereby established to
foster and promote the long-term success of Brunswick Bancorp and its
shareholders by providing both employees and non-employee directors of the
Corporation with an opportunity to obtain an equity interest in the Corporation
through grants of non-qualified stock options. The Plan will assist the
Corporation in attracting and retaining the highest quality of experienced
employees and non-employee directors and in aligning the interests of such
employees and non-employee directors more closely with the interests of the
Corporation's shareholders by encouraging such parties to maintain an equity
interest in the Corporation. The Plan is effective as of the Effective Date as
defined herein.
SECTION 2. DEFINITIONS
Capitalized terms not specifically defined elsewhere herein shall have the
following meaning:
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 "Agreement" means the written agreement setting forth the terms and
provisions applicable to each Award granted under the Plan as determined by the
Compensation Committee or the Board.
2.3 "Award" means a grant under the Plan of Non-Qualified Stock Options
evidenced by an Agreement.
2.4 "Board" means the entire membership of the Board of Directors of the
Corporation.
2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
2.6 "Compensation Committee" means the Compensation Committee established to
administer this Plan as set forth in Section 3 with respect to Options granted
to Employees only, consisting of two or more "Non-Employee Directors" as such
term is defined under Rule 16b-3 of the 1934 Act. The Board shall appoint the
members of the Compensation Committee.
2.7 "Common Stock" or "Stock" means the voting Common Stock of the Corporation.
2.8 "Corporation" and "Employer" 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 "Director Emeritus" means a Non-Employee Director no longer serving on the
Board, but who is eligible to participate in the Plan as designated by the
Board.
2.11 "Disability" means a permanent and total disability as defined in Section
22(e)(3) of the Code, provided that the Compensation Committee or Board 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.
2.12 "Effective Date" means the date established under Section 13 herein.
2.13 "Employee" means an individual employed by the Corporation and excludes a
Non-Employee Director or a Director Emeritus.
2.14 "Exercise Price" means the price at which a Share may be purchased by a
Participant as set forth in an Agreement and under Section 6.4(a) herein,
pursuant to the exercise of an Option, as determined by the Compensation
Committee or the Board.
2.15 "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.
15
<PAGE> 18
2.16 "Grant Date" means the date on which an Award is granted to a Participant
pursuant to an Agreement.
2.17 "Non-Employee Director" means a Director (i) who is not an Employee of the
Corporation and (ii) that satisfies the requirements of Section 16b-3(b) of the
1934 Act.
2.18 "Non-Qualified Stock Option" means an Option to purchase Shares of Common
Stock of the Corporation granted to a Participant pursuant to an Award under the
Plan which is not intended to comply with the requirements of Section 422 of the
Code.
2.19 "Notice of Exercise" means a Participant's written notice of intent to
exercise an Option awarded under this Plan in accordance with Section 7.2.
2.20 "Option" means a Non-Qualified Stock Option granted under the Plan.
2.21 "Participant" means an Employee or former Employee (to the extent provided
under this Plan) of the Corporation as selected by the Compensation Committee
who has received an Award under the Plan, or a current Non-Employee Director or
Director Emeritus (to the extent provided under this Plan) as selected by the
Board to receive an Option under the Plan.
2.22 "Plan" means the Brunswick Bancorp 2000 Stock Option Plan, as amended from
time to time.
2.23 "Plan Year" means the calendar year.
2.24 "Retirement" means termination of employment for an Employee on or after
age 60.
2.25 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as amended,
and any future regulation amending, supplementing or superceding such
regulation.
2.26 "Section 16b-3 Person" means a person who, with respect to Shares, is
subject to Section 16 of the 1934 Act.
2.27 "Shares" means the Shares of the Corporation's Common Stock.
2.28 "Termination" means (a) in the case of an Employee, a cessation of the
relationship between an Employee and the Corporation not including death,
Disability or Termination for Cause; and (b) in the case of a Non-Employee
Director, a cessation of the Non-Employee Director's service on the Board for
any reason without Director Emeritus designation by the Board. For purposes of
the Plan, the following events shall not be deemed a Termination of a
Participant in the case of an Employee: (i) a transfer to the employment of the
Corporation from a subsidiary or from the Corporation to a subsidiary, or from
one subsidiary to another, or (ii) an approved leave of absence for military
service or sickness, or for any other purpose approved by the Corporation, if
the Participant's right to reemployment is guaranteed either by a statute or by
contract or under the policy pursuant to which the leave of absence was granted
or if the Compensation Committee or Board otherwise so provides in writing.
2.29 "Termination for Cause" means for an Employee or a Non-Employee Director,
termination because of Participant's intentional failure to perform stated
duties, personal dishonesty, willful violation of any law, rule regulation
(other than traffic violations or similar offenses) or final cease and desist
order issued by any regulatory agency having jurisdiction over the Participant
or the Corporation.
SECTION 3. ADMINISTRATION
3.1 General Provisions. The Compensation Committee shall administer the Plan in
accordance with its terms and purposes. 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 2.17.
3.2 Plan Administration. Among other things, with respect to Awards, the
Compensation Committee shall have the discretion and exclusive authority to (a)
approve and grant Awards, (b) determine the individuals to whom and the time or
times at which Awards may be granted, (c) determine the terms and conditions of
any Award granted hereunder, including whether to impose any vesting period, and
the Exercise Price thereof subject to the requirements of this Plan, (d)
interpret the Plan and Awards, (e) adopt, amend, alter and repeal such
administrative rules, guidelines and practices governing the operation,
administration, interpretation and application of the of the Plan as it shall
from time to time consider advisable, (f) interpret the provisions of the Plan
and any Award and to decide all disputes arising in connection with the Plan,
(g) interpret, amend or revoke any such rules and (h) 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 as provided
in Section 9.2. The Compensation Committee shall exercise the discretion granted
to it hereunder in a uniform and nondiscriminatory manner. The Compensation
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and
absolute discretion. The Compensation Committee's decision and interpretations
shall be final and binding. Any action of the Compensation Committee with
respect to the administration of the Plan shall be taken pursuant to a majority
vote or by the unanimous written consent of its members.
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3.3 Delegation. In accordance with Section 3.1, 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.
3.4 Right to Retain. The Compensation Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent.
3.5 Non-Employee Directors. Notwithstanding any contrary provision of this
Section 3, the Board shall administer Section 8 of the Plan, and the
Compensation Committee shall exercise no discretion with respect to Section 8.
In the Board's administration of Section 8 and the Awards granted to
Non-Employee Directors (including Directors Emeritus), the Board shall have all
of the authority and discretion otherwise granted to the Compensation Committee
in this Section with respect to the administration and operation of the Plan.
SECTION 4. ELIGIBILITY
4.1 Employees of the Corporation shall be eligible to participate in the Plan.
The Participants under the Plan shall be selected from time to time by the
Compensation Committee, in its sole discretion, from among those eligible, and
the Compensation Committee shall determine in its sole discretion the numbers of
Shares to be covered by the Option or Options granted to each Participant.
Non-Employee Director eligibility under the Plan will be determined under the
provisions of Section 8.
SECTION 5. SHARES OF STOCK AVAILABLE FOR OPTIONS
5.1 Maximum Shares. The maximum number of Shares of Common Stock which may be
issued and purchased pursuant to Awards of Options under the Plan is 250,000,
par value $2.00 per Share, subject to adjustment as provided in Section 5.3.
5.2 Lapsed Awards. If an Option granted under this Plan expires, lapses or
terminates before exercise or is forfeited for any reason, before a Notice of
Exercise is accepted and without a payment in the form of the transfer of
ownership of Common Stock to the Participant pursuant to such exercise of an
Award, the Shares of Common Stock subject to such Award, to the extent of such
expiration, termination or forfeiture, shall again be available for subsequent
Awards of Options under Plan. Shares of Common Stock issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.
5.3 Adjustment. In the event that the Compensation Committee determines, in its
sole discretion, that any stock dividend, stock split, reverse stock split or
combination, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reclassification, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be granted or made available under the Plan to Participants, the
Compensation Committee shall proportionately and appropriately adjust equitably
any or all of (i) the maximum number and class of shares of Common Stock in
respect of which Options may be granted under the Plan to Participants, (ii) the
number and class of shares of Common Stock subject to outstanding Options held
by Participants, (iii) the Exercise Price with respect to any Options held by
Participants, without changing the aggregate purchase price as to which such
Options remain exercisable, (iv) the numerical limit of Section 5.1 in such
manner as the Compensation Committee shall determine to be appropriate to
prevent the dilution or dimunition of such Awards, and (v) if considered
appropriate, the Compensation Committee may make provision for a cash payment
with respect to any outstanding Options held by a Participant. No fractional
Shares shall be issued on account of any such adjustment. Any adjustments under
this Section will be made by the Compensation Committee, whose determination as
to what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive.
SECTION 6. NON-QUALIFIED STOCK OPTIONS
6.1 Grant of Options. The Compensation Committee may, from time to time, approve
Awards of Non-Qualified Stock Options to Participants upon such terms and
conditions as the Compensation Committee may determine. In accordance with
Section 8, the Board may, from time to time, approve Awards of Non-Qualified
Stock Options to Non-Employee Director Participants or Director Emeritus
Participants.
6.2 Number of Options. The Compensation Committee, in its sole discretion, shall
determine the number of Shares subject to each Option Award.
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6.3 Award Agreement. Each Award shall be evidenced by a written Agreement
executed by the Participant and the Corporation and shall specify the Exercise
Price, the expiration date of the Option, the number of Shares to which an
Option pertains, any conditions to exercise of the Option, and such other terms
and conditions as the Compensation Committee, in its discretion, shall determine
to be necessary or advisable to achieve the purposes of the Plan or comply with
applicable tax and regulatory laws and accounting principles.
6.4 Terms and Conditions. Awards of Non-Qualified Stock Options under this Plan
are subject to the following terms and conditions:
(a) Exercise Price. The Exercise Price per share of Common Stock pursuant
to an Award shall be determined by the Compensation Committee on the date the
option is granted and set forth in the Agreement. Shares may be purchased only
upon full payment of the Exercise Price. Payment of the Exercise Price may be
made in accordance with Section 7.4.
(b) Terms of Options; Expiration. The term during which each Non-Qualified
Stock Option may be exercised shall be determined by the Compensation Committee,
but in no event shall a Non-Qualified Stock Option be exercisable in whole or in
part more than five (5) years from the date of grant.
(c) Termination of Service. Notwithstanding any contrary provisions in an
Agreement, subject to the approval of the Compensation Committee, if there is a
Termination for any reason other than death, Disability or Termination for
Cause, the Participant's Non-Qualified Stock Options shall be exercisable only
as to those shares which were immediately exercisable by the Participant at the
date service ceases and only for a period of three months following such
termination. Options which are not exercisable on the date of such Termination
shall never become exercisable.
(d) Termination for Cause. Notwithstanding any provision set forth herein
nor contained in any Agreement, in the event of Termination for Cause, all
rights under the Participant's Non-Qualified Stock Options pursuant to an Award
shall expire as of the date of the Termination for Cause, as determined by the
Compensation Committee.
(e) Death; Disability. In the event of Termination as a result of a
Participant's death or Disability, all outstanding Non-Qualified Stock Options
held by the Participant, whether or not exercisable at such time, shall be
exercisable by the Participant or his legal representatives or beneficiaries for
one year or such longer period as determined by the Compensation Committee
following the date of the Participant's death or Disability, provided that in no
event shall the period extend beyond the expiration of the Non-Qualified Stock
Option term specified in the Agreement.
(f) Retirement. In the event of Retirement, Options held by a Participant
may be exercised for a period of time ending the earlier of (i) the remaining
term of the Option, or (ii) six months.
(g) Nontransferability. Except as provided herein, no Option granted under
this Plan shall be assignable or transferable by a Participant, other than by
operation of the laws of descent and distribution, and any attempted disposition
not in compliance with the provisions hereof shall be null and void and of no
further effect. A Participant may transfer or assign an Option granted hereunder
to an immediate family member or trust or benefit plan established for the
benefit of an immediate family member. For purposes of this provision, the term
"immediate family member" means a Participant's spouse, parents and offspring.
(h) Additional Restrictions. The Compensation Committee may impose such
restrictions on any Shares under an Award and acquired pursuant to the exercise
of an Option as it may deem advisable, including, but not limited to,
restrictions related to applicable Federal securities laws, the requirements of
any national securities exchange or system upon which Shares are then listed or
traded, or any blue sky or state securities laws.
(i) No Obligation To Repurchase Common Stock. The Corporation shall have
no obligation to repurchase Common Stock acquired by Participants under the
Plan.
SECTION 7. EXERCISE OF OPTIONS
7.1 Exercise; Acceleration. Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Compensation Committee may determine in its sole discretion as provided for
under the terms of the Plan and the Agreement. After an Award is made, the
Compensation Committee, in its sole discretion, may accelerate or extend the
period during which the Option(s) are exercisable. However, in no event may any
option granted to a Section 16 Person be exercisable until at least six (6)
months following the Grant Date.
7.2 Notice of Exercise. Any Award hereunder which has become exercisable may be
exercised from time to time, in whole or in part, by delivering written Notice
of Exercise, in the form delivered with and attached to an Agreement issued
pursuant to this Plan, to the Chief Financial Officer of the Corporation.
7.3 Award Differentials. Each Award may be granted alone, in addition to or in
relation to any other Award under this Plan. The terms of each Option need not
be identical, and the Compensation Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Option, any
determination with respect to an Option may be made by the Compensation
Committee at the time of Award or at any time thereafter.
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7.4 Payment Upon Option Exercise.
(a) The Notice of Exercise required under Section 7.2 is irrevocable and
must be accompanied by full payment of the Exercise Price, in cash or by cash
equivalent unless otherwise provided for by the Compensation Committee.
(b) Unless otherwise provided in this Plan or an Agreement, the
Participant shall pay to the Corporation by cash or cash equivalent any taxes
required by law to be withheld in respect of an exercise of Options under the
Plan no later than the date of the event creating the tax liability. The
Corporation may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.
(c) As soon as practicable after receipt of a Notice of Exercise and full
payment for the Shares purchased, the Corporation shall deliver to the
Participant (or the Participant's designated broker) Share certificates (which
may be in book entry form) representing such Shares.
SECTION 8. NON-EMPLOYEE DIRECTORS
8.1 Plan Provisions. Except where references to this Section 8 are otherwise
incorporated in this Plan, and excluding Sections 2 and 3, all references to the
"Compensation Committee" in this Plan Document shall be deemed substituted by
the word "Board" and all provisions of this Plan shall hereby apply to Options
granted to Non-Employee Directors and Directors Emeritus as provided in this
Section 8.
8.2 Eligibility. A Non-Employee Director or a Director Emeritus shall be
eligible to participate in the Plan. Participants shall be selected from time to
time by the Board, in its sole discretion, from among those eligible, and the
Board shall determine in its sole discretion the terms and conditions of Shares
to be covered by the Award granted to each Participant.
8.3 Fee Election. Pursuant to such procedures as the Board (in its discretion)
may adopt from time to time, a Non-Employee Director may elect to forgo receipt
of all or a portion of Director fees and meeting fees otherwise due to the
Non-Employee Director in exchange for Shares. The number of Shares received by
any Non-Employee Director shall equal the amount of foregone compensation
divided by the Fair Market Value of a Share on the date that the compensation
otherwise would have been paid to the Non-Employee Director, rounded up to the
nearest whole number of Shares. The procedures adopted by the Board for
elections under this Section shall be designed to ensure that any such election
by a Non-Employee Director will not disqualify him or her as a "Non-Employee
Director" under Rule 16b-3, and all interpretations thereof shall be made
accordingly.
8.4 Adjustments. In the case of Awards to Non-Employee Directors or Directors
Emeritus, adjustments under Section 5.3 will be made by the Board in its sole
discretion to prevent the dilution or dimunition of such Awards.
8.5 Awards. All Awards to Non-Employee Directors or Directors Emeritus shall be
made pursuant to a Board Resolution adopted by the entire Board in accordance
with the terms of this Plan and the Agreement. A Board Resolution awarding an
Option under this Plan will contain the name of each Non-Employee Director or
Director Emeritus involved in the Award, the nature of the Award, the number and
type of Option(s) to be acquired and disposed of by each Non-Employee Director
or Director Emeritus, the material terms of any derivative securities involved
in the Award, and a statement that the approval of the Resolution is being
obtained for the purpose of exempting the Award under Rule 16b-3.
SECTION 9. GENERAL PROVISIONS APPLICABLE TO OPTIONS
9.1 Section 16 Exemption.
(a) Employees. Notwithstanding any other provision of the Plan, in order
to qualify for the exemption provided by Rule 16b-3 of the Act, any Common Stock
acquired by an Employee who is a Section 16 Person pursuant to an Award shall
not be exercised for six (6) months after the Grant Date. The Compensation
Committee shall have no authority to take any action if the authority to take
such action, or the taking of such action, would disqualify the Plan from the
exemption provided by Rule 16b-3 of the Act at a time when the Company is
subject to the provisions of Rule 16b-3 of the 1934 Act.
(b) Non-Employee Directors. Notwithstanding any other provision of the
Plan, in order to qualify for the exemption provided by Rule 16b-3 of the 1934
Act for acquisitions, any Common Stock acquired by a Non-Employee Director or
Director Emeritus who is a Section 16 Person pursuant to an Award may not be
exercised for six (6) months after the Grant Date. The Board, as provided in
Section 8, shall have no authority to take any action if the authority to take
such action, or the taking of such action, would disqualify the Plan from the
exemption provided by Rule 16b-3 of the Act at a time when the Corporation is
subject to the provisions of Rule 16b of the Act.
9.2 Change in Control. In the event of a consolidation, reorganization, merger
or sale of all or substantially all of the assets of the Corporation in each
case in which outstanding Shares of Common Stock are exchanged for securities,
cash or other property of any other corporation or business entity or in the
event of a liquidation of the Corporation, the Compensation Committee will
provide for any one or more of the following actions, as to outstanding Options:
(i)
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provide that such Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the Participants, provide that all
unexercised Options will terminate immediately prior to the consummation of such
transaction unless exercised (to the extent then exercisable) by the Participant
within a specified period following the date of such notice, (iii) in the event
of a merger under the terms of which holders of the Common Stock of the
Corporation will receive upon consummation thereof a cash payment for each share
surrendered in the merger (the "Merger Price"), make or provide for a cash
payment to the Participants equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such outstanding Options
(to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate Exercise Price of all such outstanding Options in exchange for
the termination of such Options, (iv) provide that all or any outstanding
Options shall become exercisable in full immediately prior to such event
provided however that no adjustment shall be made pursuant to this Section 9.2
if such adjustment would cause the Plan to fail to comply with Rule 16b-3 of the
1934 Act, or (v) any other action that the Compensation Committee deems
equitable and appropriate upon the occurrence of an event as defined herein.
SECTION 10. AMENDMENT; TERMINATION
10.1 Amendment. The Compensation Committee may at any time, and from time to
time, amend, modify or terminate the Plan or any outstanding Option held by a
Participant, including substituting therefor another Option of the same or a
different type or changing the date of exercise or realization, provided that
the Participant's consent to each action shall be required unless the
Compensation Committee determines that the action, taking into account any
related action, would not materially and adversely affect the Participant, and
further provided that no amendment or modification will be permitted if such
amendment or modification would cause the Plan to fail to comply with Rule 16b-3
under the 1934 Act.
10.2 Grant Limits. Options may not be awarded under the Plan after the tenth
anniversary of its adoption, but then outstanding Options may extend beyond such
date.
SECTION 11. MISCELLANEOUS
11.1 No Right to Continued Employment. No person shall have any claim or right
to an Award, and an Option Award shall not be construed as giving a Participant
the right to continued employment. The Corporation expressly reserves the right
at any time to dismiss a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Option.
11.2 Additional Plans. Nothing contained in the Plan shall prevent the
Corporation from adopting other or additional compensation arrangements.
11.3 Shareholder Rights. Subject to the provisions of the applicable Award, no
Participant shall have any rights as a shareholder (including, without
limitation, any rights to receive dividends, or non cash distributions with
respect to such shares) with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the holder thereof.
11.4 Compliance with Applicable Law. Notwithstanding anything to the contrary
expressed in this Plan, any provisions hereof that vary from or conflict with
any applicable Federal or state securities laws (including any regulations
promulgated thereunder) shall be deemed to be modified to conform to and comply
with such laws.
11.5 Indemnity. No member of the Compensation Committee shall be liable for any
action or determination taken or granted in good faith with respect to this Plan
nor shall any member of the Compensation Committee be liable for any Agreement
issued pursuant to this Plan or any grants under it. Each member of the
Compensation Committee shall be indemnified by the Corporation against any
losses incurred in such administration of the Plan, unless his action
constitutes serious and willful misconduct.
11.6 Withholding. 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. The Compensation Committee, pursuant to such
procedures as it may specify from time to time, will permit 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; (b)
delivering to the Corporation already-owned Shares having a Fair Market Value
equal to the amount required to be withheld; or (c) by any other means which the
Compensation Committee determines to both provide legal consideration for the
Shares, and to be consistent with the purposes of this Plan. 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.
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11.7 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 and format that
the Compensation Committee may prescribe) to receive, in the event of the death
of the Participant, any vested but unpaid Awards under this Plan. A Participant
may from time to time 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
Compensation Committee and the members thereof shall not be under any further
liability to anyone. In the absence of such designation, any vested benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate and, subject to the terms of the Plan and of the applicable Agreement,
any unexercised vested Award may be exercised by the administrator or executor
of the Participant's estate.
11.8 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.
11.9 Successors. All obligations of the Corporation under the Plan, with respect
to Awards granted hereunder, shall be binding on any successor to the
Corporation, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Corporation.
SECTION 12. LEGAL CONSTRUCTION
12.1 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not effect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
12.2 Compliance with Rule 16b-3. Transactions under this Plan with respect to
Section 16 Persons are intended to comply with all applicable conditions of Rule
16b-3. To the extent any provision of the Plan, Award, Agreement or action by
the Compensation Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Compensation
Committee. Notwithstanding any contrary provision of the Plan, if the
Compensation Committee specifically determines that compliance with Rule 16b-3
no longer is required, all references in the Plan to Rule 16b-3 shall be null
and void.
12.3 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.
12.4 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.
12.5 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.
SECTION 13. EFFECTIVE DATE
13.1 This Plan is effective January 1, 2000.
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APPENDIX B
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 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.
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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 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.
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.
23
<PAGE> 26
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.
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, par value $2.00 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 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.
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<PAGE> 27
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:
- --------------------------------------------------------------------------------
Date Period of
Restriction Lapses Percent of Shares Released
- --------------------------------------------------------------------------------
5th Anniversary of the Grant Date 100%
- --------------------------------------------------------------------------------
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, 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.
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, including
shareholder approval, 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
unanimous written 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.
25
<PAGE> 28
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 CODEss.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.
SECTION XV. 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
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.
SECTION 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.
26
<PAGE> 29
P R O X Y BRUNSWICK BANCORP
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, APRIL 25, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Richard M. Brand and Jack Mula, and each
of them, as Proxy, with full power of substitution, to vote all of the stock of
BRUNSWICK BANCORP standing in the undersigned's name at the Annual Meeting of
Shareholders of Brunswick Bancorp, to be held at the branch office of Brunswick
Bank and Trust Company, 439 Livingston Ave., New Brunswick, N.J., on Tuesday,
April 25, 2000, at 3:00 p.m., and at any adjournment thereof. The undersigned
hereby revokes any and all proxies heretofore given with respect to such
meeting.
This proxy will be voted as specified below. If no choice is specified,
the proxy will be voted FOR the nominees for Director listed below.
The Board of Directors recommends a vote FOR the nominees listed on the
Proxy Statement.
1. ELECTION OF 12 DIRECTORS.
|_|FOR the nominees listed below (except as marked to the contrary below)
|_|WITHHOLD AUTHORITY to vote for all nominees listed below
BRUCE ARBEITER, PHILLIP W. BARROOD, JOSEPH DeMARCO, DOMINICK FARACI, JAMES V.
GASSARO, CARMEN J. GUMINA, MICHAEL KAPLAN, RICHARD A. MALOUF, ROBERT McDAID,
FREDERICK PERRINE, GARY S. RUSSO, ROBERT P. SICA.
Instructions: To withhold authority to vote for any individual nominee(s) write
that nominee's name on the following line:
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the Plan listed on the Proxy
Statement.
2. Adoption of the Brunswick Bancorp 2000 Stock Option Plan:
|_|For Adoption of the Plan set forth in Appendix A.
|_|Against Adoption of the Plan set forth in Appendix A.
|_|Abstain
The Board of Directors recommends a vote FOR the Plan listed on the Proxy
Statement.
3. Adoption of the Brunswick Bancorp Restricted Stock Award Plan:
|_|For Adoption of the Plan set forth in Appendix B.
|_|Against Adoption of the Plan set forth in Appendix B.
|_|Abstain
(OVER)
<PAGE> 30
4. In their discretion, upon other matters as may properly come before
the meeting.
DATED:_________________________ , 2000
--------------------------------------
Signature
--------------------------------------
Signature
(Please sign exactly as your name
appears. When signing as an executor,
administrator, guardian, trustee or
attorney, please give your title as
such. If signer is a corporation,
please sign the full corporate name
and then an authorized officer should
sign his name and print his name and
title below his signature. If the
shares are held in joint name, all
joint owners should sign.)
PLEASE COMPLETE, SIGN AND RETURN THIS
PROXY IN THE ENCLOSED RETURN ENVELOPE.
