EXHIBIT 4.3
LAKELAND BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
(as amended and restated through October 15, 1999)
The Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Lakeland Bancorp, Inc. ("Bancorp") described herein provides holders
of Bancorp's Common Stock, no par value ("Common Stock"), with a simple and
convenient method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commission or
service charge.
1. Administration of the Plan
The Plan Administrator shall be First City Transfer Company ("First
City") or such other banking institution as shall be selected by the Board of
Directors of Bancorp. The Plan Administrator shall administer the Plan for
participants, keep records, send statements of account to participants pursuant
to Section 7 herein and perform other duties relating to the Plan. The Plan
Administrator will act in the capacity of agent for the participants.
2. Eligibility to Participate
(a) All holders of record of shares of Common Stock are eligible to
participate in the Plan. To participate in the Plan, beneficial owners of shares
of Common Stock whose shares are registered in other names (for instance, in the
name of a broker or a nominee) must first become owners of record of such shares
by having those shares transferred into their own names.
(b) A stockholder of Bancorp may join the Plan at any time by signing
an authorization card ("Authorization Card") and returning it to the Plan
Administrator.
(c) In order to participate in the optional cash payment feature of
the Plan, a stockholder must also participate in the Plan with respect to the
reinvestment of dividends.
3. Participation in the Plan
All Authorization Cards shall be in a form satisfactory to Bancorp and
the Plan Administrator and must be received by the Plan Administrator (i) not
later than the record date of the first dividend to be invested in Common Stock
pursuant to the Plan and (ii) not later than the sixth day prior to the first
business day of the first quarter in which the participant wishes to invest in
Common Stock by means of an optional cash payment, in accordance with Section 4.
4. Cash Payments
(a) At any time and from time to time, a participant may make an
optional cash payment of not less than $100 per quarter, to be used for
purchasing Common Stock pursuant to the Plan, as described below; provided,
however, that the sum of a participant's optional cash payments in any quarter
may not exceed $1,500. The limitations set forth in the preceding sentence
pertaining to the minimum and maximum quarterly amount of optional cash payments
may be modified from time to time in accordance with Section 15.
(b) An optional cash payment must be received by the Plan
Administrator and must clear by the sixth day prior to the first business day of
the quarter in which it is to be invested in accordance with Section 6. Once
made, an optional cash payment may be withdrawn at any time except during any
such six day period. Provided that an optional cash payment has cleared and is
not withdrawn by the sixth day prior to the first business day of a quarter,
then, on such first business day the Plan Administrator shall invest the
participant's optional cash payment by purchasing shares of Bancorp Common Stock
in accordance with Section 6 hereof.
(c) Notwithstanding anything to the contrary contained in this Plan,
Bancorp may suspend the optional cash payment feature of the Plan from time to
time. Participants will be promptly notified of any such suspension of the
optional cash payment feature of the Plan and any optional cash payments (i)
received prior to the date of such notice of suspension and not yet invested or
(ii) received after the date of such notice of suspension and before the date of
a notice of resumption of the optional cash payment feature will be returned to
participants. Participants will be promptly notified of the resumption of the
optional cash payment feature of the Plan.
(d) Optional cash payments may be made by check or money order payable
to the Plan Administrator, First City Transfer Company.
(e) The number of shares of Common Stock purchased for each
participant with such participant's optional cash payment shall be computed (to
four decimal places) by dividing (a) such participant's optional cash payment by
(b) the purchase price described in Section 6 hereof.
5. Payment and Reinvestment of Dividends
(a) As and when dividends are paid on the Common Stock, Bancorp will
promptly pay to the Plan Administrator all dividends payable on shares
participating in the Plan with respect to the reinvestment of dividends
(including all shares credited to participants' accounts) (less taxes withheld,
if any). The Plan Administrator shall credit such dividends to the accounts of
the respective participants (on the basis of such participating shares owned by
each participant on the most recent dividend record date) and shall on each
dividend payment date reinvest such dividends by purchasing Bancorp Common Stock
in accordance with Section 6 hereof. The number of shares of Common Stock
purchased for each participant with reinvested dividends shall be computed (to
four decimal places) by dividing (a) the dividend credited to the participant's
account by (b) the purchase price described in Section 6 hereof.
(b) Notwithstanding anything to the contrary contained in this Plan,
Bancorp may suspend the dividend reinvestment feature of the Plan from time to
time. Participants will be promptly notified of any such suspension of the
dividend reinvestment feature of the Plan and, in the event of such suspension,
any and all dividends will be paid to participants in cash with respect to any
dividend payment date occurring after the date of any such notice of suspension
and prior to the date of a notice of resumption of the dividend reinvestment
feature. Participants will be promptly notified of the resumption of the
dividend reinvestment feature of the Plan.
6. Purchases
(a) Purchases of shares of Common Stock will be made on the relevant
investment date or, in the case of open market purchases, as soon thereafter as
shall be practicable. With respect to the reinvestment of dividends, an
investment date is a dividend payment date. With respect to optional cash
payments, an investment date is the first business day of January, April, July
and October. Participants will become owners of the shares purchased for them
under the Plan on the date on which such shares are purchased.
(b) Purchases of shares of Common Stock will be made by the Plan
Administrator in the market, from negotiated purchases and from Bancorp itself.
The Plan Administrator will first purchase shares in the market or through
negotiated purchases. To the extent that the number of shares available in the
market or though negotiated purchases is insufficient to satisfy the number of
shares to be purchased for participants, then the Plan Administrator shall
purchase enough shares from Bancorp, either authorized but unissued shares of
Common Stock or treasury shares of Common Stock, to satisfy the number of shares
to be purchased for participants.
(c) Shares purchased by the Plan Administrator in the market and in
negotiated transactions will be purchased at prevailing prices. The price of
original issue shares of Common Stock shall be the "Market Price" of the Common
Stock on the relevant investment date. The Market Price shall be the last
available closing sales price of the Common Stock in the over-the-counter
market, as reported by a market maker. If the Common Stock is quoted on the
Nasdaq National Market, the Market Price shall be the last available closing
sales price of the Common Stock on Nasdaq.
(d) The number of shares that will be purchased for each participant
will depend on the amount of the participant's reinvestment and/or investment
and the purchase price. Each participant's account will be credited with that
number of shares (including fractions computed to four decimal places) equal to
the total amount to be invested divided by the applicable purchase price (also
computed to four decimal places).
(e) The Board of Directors of Bancorp shall reserve a sufficient
number of shares of Common Stock for issuance pursuant to the Plan.
7. Reports to Participants
Each participant in the Plan shall receive a statement of account
after each purchase. The statement will set forth the amount of the most recent
reinvestment and/or investment, the number of shares purchased, the price per
share, and the total number of shares held in the participant's account. These
statements are a participant's record of the costs of his purchases and should
be retained for income tax purposes. In addition, each participant shall receive
copies of other communications sent to holders of shares of Common Stock and
Internal Revenue Service information for reporting dividend income received.
8. Certificates for Shares
(a) Shares of Common Stock purchased under the Plan for the accounts
of participants shall be registered in the name of the Plan Administrator or its
nominee and shall not be issued to participants until requested in writing to
the Plan Administrator.
(b) Certificates for any number of whole shares credited to an account
under the Plan will be issued at any time upon the written request of a
participant to the Plan Administrator. Any remaining full shares and fractions
of a share will continue to be credited to the participant's account.
(c) Certificates for fractions of shares will not be issued under any
circumstances.
9. Pledge or Assignment of Shares
Shares credited to the account of a participant (those registered in
the name of the Plan Administrator or its nominee) may not be pledged or
assigned and any such purported pledge or assignment will be void.
10. Disposition of Shares
If a participant disposes of Common Stock registered in his or her
name, the dividends on shares previously credited to his or her account under
the Plan will continue to be reinvested until the participant withdraws from the
Plan pursuant to Section 11 herein.
11. Withdrawal; Termination of Participation
(a) A participant may withdraw from the Plan by sending a written
withdrawal notice to the Plan Administrator. When a participant withdraws from
the Plan, or upon termination of the participant's participation in the Plan or
termination of the Plan by Bancorp, certificates for whole shares credited to
the participant's account under the Plan will be issued and a cash payment will
be made for any fraction of a share based on the then current Market Price of
the Common Stock.
(b) Upon a participant's withdrawal from the Plan the participant may
also request that all or part of the whole shares credited to his account in the
Plan be sold. If a participant makes such a request, the sale shall be made for
the participant by the Plan Administrator as soon as practicable after the
request is received. The participant shall receive the proceeds from such sale,
less related brokerage fees or commissions and less any applicable transfer
taxes.
(c) A participant may withdraw from the Plan by notice to the Plan
Administrator, which notice must be received at least seven business days prior
to the applicable dividend record date with respect to the reinvestment of
dividends on the dividend payment date immediately following such dividend
record date. All optional cash payments received on or before the sixth day
prior to an investment date for optional cash payments will be invested in
shares of Common Stock on the next relevant investment date unless a withdrawal
notice is received by the Plan Administrator at least six days before the
investment date.
(d) The Plan Administrator may terminate a participant's participation
in the Plan after mailing a notice of intention to terminate to the participant
at his or her address as it appears in the Plan Administrator's records. Bancorp
reserves the right to terminate any participant's participation in the Plan at
any time for any reason, including, without limitation, arbitrage-related
activities, transactional profit activities and excessive re-enrollments.
(e) When a participant withdraws from the Plan, a cash adjustment
representing any fraction of a share credited to the participant's account will
be mailed directly to the participant. The cash payment will be based on the
Market Price of the Common Stock on the effective date of withdrawal.
(f) A stockholder may re-enter the Plan by following the procedures
applicable for initial enrollment in the Plan. However, Bancorp reserves the
right to reject any Authorization Card from a previous participant in the event
of excessive enrollments and withdrawals.
12. Non-Cash Dividends and Stock Splits; Rights Offerings
(a) Any stock dividends or split shares distributed by Bancorp on
shares credited to the account of a participant under the Plan will be added to
the participant's account. Stock dividends or split shares distributed on shares
registered in the name of a participant will be mailed directly to the
participant.
(b) Warrants representing rights on any shares of Common Stock, both
whole and fractional, credited to a participant's account will be mailed
directly to the participant in the same manner as to stockholders who do not
participate in the Plan.
13. Voting Rights
(a) Shares held by the Plan Administrator for a participant will be
voted as the participant directs with respect to shares held in his or her own
name.
(b) For each meeting of stockholders, the participant shall receive a
proxy card which will enable the participant to vote the shares registered in
his or her own name. If the proxy card is returned properly signed and marked
for voting, all whole shares held for the participant under the Plan shall be
voted in the same manner as the shares owned directly by the participant. The
total number of whole shares held under the Plan may also be voted in person at
a meeting.
(c) If no instructions are received on a properly signed returned
proxy card with respect to any item thereon, all of a participant's whole shares
(those registered in his name and those credited to his account under the Plan)
will be voted in accordance with the recommendations of Bancorp's Board of
Directors. If the proxy card is not returned or if it is returned unsigned, none
of the participant's shares will be voted unless the participant votes in
person.
14. Foreign Stockholders
In the case of a foreign stockholder whose dividends are subject to
federal income tax withholding, the amount of tax required to be withheld will
be deducted from the amount of cash dividends to determine the amount of
dividends to be reinvested.
15. Modification and Termination of Plan
Bancorp (through its Board of Directors) reserves the right to
suspend, modify or terminate the Plan, or the participation in the Plan by any
participant, at any time, including the right to suspend the optional cash
payment feature and dividend reinvestment feature of the Plan, as described in
Sections 4 and 5 hereof. All participants affected by such action shall receive
notice of any such suspension, modification or termination. Bancorp's right to
modify the Plan includes the right to increase or decrease the minimum and
maximum amounts of optional cash payments which may be made under the Plan and
to impose fees in connection with participation in the Plan. Revisions in such
minimum and maximum amounts and in the fee structure of the Plan will only be
made upon 30 days' prior notice to participants.
16. Fees and Commissions
Except as described in Sections 11 and 15, Bancorp shall pay all fees
and brokerage commissions in connection with the Plan.
17. Interpretation
The Plan shall be interpreted and regulated by Bancorp. All such
interpretations and regulations shall be conclusive.
18. No Liability
In administering the Plan, Bancorp and the Plan Administrator
(including all of their officers, directors, employees and agents) will not be
liable for any act done in good faith or for any good faith omission to act,
including without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death and any claim of liability with respect to
the prices at which shares are purchased for participants' accounts or the time
such purchases are made.
19. Termination or Resignation of Plan Administrator
Bancorp may terminate the Plan Administrator's services under the Plan
upon thirty (30) days prior written notice to the Plan Administrator. The Plan
Administrator may resign upon ninety (90) days' prior written notice to Bancorp.
20. Governing Law
The terms, conditions and operation of the Plan shall be governed by
the laws of the State of New Jersey.