EXHIBIT 4.2
ALLAIRE COMMUNITY BANK
2000
EMPLOYEE STOCK PLAN
ALLAIRE COMMUNITY BANK
2000 Employee Stock Plan
Table of Contents
Page
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SECTION 1. General Purpose of Plan ......................................... 1
SECTION 2. Definitions ..................................................... 1
SECTION 3. Administration .................................................. 3
SECTION 4. Eligibility ..................................................... 3
SECTION 5. Shares Subject to the Plan ...................................... 3
SECTION 6. Stock Options ................................................... 4
SECTION 7. General ......................................................... 5
ALLAIRE COMMUNITY BANK
2000 EMPLOYEE STOCK PLAN
SECTION 1. General Purpose of Plan
The name of this plan is the Allaire Community Bank 2000 Stock Incentive
Plan (the "Plan"). The purpose of the Plan is to enable Allaire Community Bank
(the "Company") and other members of the Group (as defined below) to retain and
attract executives and other key employees who contribute to the success of the
Company and the Group by their ability in the industry, and to enable such
individuals to participate in the long-term success and growth of the Company by
giving them a proprietary interest in the Company.
SECTION 2. Definitions
As used in this Plan the following terms have the meanings stated. The
singular includes the plural, and the masculine gender includes the feminine and
neuter genders, and vice versa, as the context requires. The word "person"
includes any natural person and any corporation, firm, partnership or other form
of association.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
(c) "Committee" means a committee of two or more members of the Board,
to which the Board has delegated the authority to administer the
Plan under Section 3.
(d) "Common Stock" means the common stock, $5.00 par value, of the
Company.
(e) "Company" means Allaire Community Bank and any successor thereto.
(f) "Disability" means a permanent and total disability as defined in
Section 22 of the Code.
(g) "Fair Market Value" has the meaning stated in Section 8.12.
(h) "Grant Date" means the date on which an Incentive is awarded or
granted as specified by the Committee.
(i) "Group" means the Company, each parent corporation to the Company,
and each of the Company's subsidiaries, as these terms are defined
in Sections 424(e) and 424(f) of the Code.
(j) "Incentives" shall mean any stock option as set forth in Section
5.04
(k) "Incentive Stock Option" means a stock option intended to qualify as
an incentive stock option under Section 422 of the Code.
(l) "Inside Director" means a Director who is also an Employee and also
a member of the Board of Directors of the Company.
(m) "Misconduct" shall mean willful and continued failure by the
Participant to perform the Participants duties for the Company or a
Subsidiary after a warning in writing from the Committee
specifically identifying any such failure; the willful engaging by
the Participant in an act which causes material injury to the
Company or a Subsidiary as specified in a written notice from the
Committee; conviction of a crime (other than a traffic violation);
habitual drunkenness, drug abuse or excessive absenteeism (other
than for illness), after a warning from the Committee. No act or
failure to act on the part of a Participant shall be considered
willful unless done, or omitted to be done, not in good faith and
without reasonable belief that the action or omission was in the
best interest of the Company.
(n) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3) as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, or any
successor definition adopted by the Commission.
(o) "Non-Statutory Stock Option" means any Stock Option other than an
Incentive Stock Option.
(p) "Outside Director" means a director who (a) is not a current
employee of the Company or any member of an affiliated group which
includes the Company; (b) is not a former employee of the Company
who receives compensation for prior services (other than benefits
under a tax-qualified retirement plan) during the taxable year; (c)
has not been an officer of the Company; (d) does not receive
remuneration from the Company, either directly or indirectly, in any
capacity other than as a director, except as otherwise permitted
under Code Section 162(m) and regulations thereunder. For this
purpose remuneration includes any payment in exchange for goods and
services. This definition shall be further governed by the
provisions of Code Section 162(m) and regulations promulgated
thereunder.
(q) "Participant" means an employee or director of any member of the
Group to whom an Incentive has been awarded.
(r) "Plan" means this Allaire Community Bank 2000 Employee Stock Option
Plan, as the same may be amended from time to time.
(s) "Qualified Person" means a Participant's legal guardian or legal
representative or a deceased Participant's heir or legatee who has a
legal right to or in respect of an Incentive of that Participant.
(t) "Retirement" means separation from services as an Employee or
Director by reason of ceasing to perform any services to the Bank as
an Employee or Director which shall be approved by the Company.
(u) "Share" means a share of Common Stock.
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(v) "Stock Option" means an Incentive Stock Option or a Non-Statutory
Stock Option.
SECTION 3. Administration
3.01. The Committee. The Plan shall be administered by a Committee
consisting of not less than two persons appointed by the Board from among its
members. A person may serve on the Committee only if he or she is a Non-Employee
Director and an Outside Director. Committee members shall serve at the pleasure
of the Board.
The Committee shall have the power and authority to grant to eligible
employees, pursuant to the terms of the Plan and Stock Options.
In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the Group to
whom Stock Options may from time to time be granted hereunder.
(ii) to determine whether and to what extent Incentive Stock
Options, Non-Statutory Stock Options or a combination of the
foregoing, are to be granted hereunder; and
(iii) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder
(including, but not limited to, any restriction on any Stock
Option and/or the Shares relating thereto).
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and
Participants.
SECTION 4. Eligibility
4.01. Designation of Employees. All employees of any member of the Group,
including officers and directors who are employees, are eligible to receive
Incentives under the Plan. Directors and officers who are not employees of any
member of the Group may not receive Incentives under the Plan.
4.02. Participants. The Committee may consider any factor in selecting
Participants and in determining the type and amount of their Incentives,
including, but not limited to, (a) the current or anticipated financial
condition of the Group, (b) the contributions by the Participant to the Group
and (c) the other compensation provided to the Participant. The Committee's
award of an Incentive to a person in any year shall not require the Committee to
award any Incentive to that person in any other year.
SECTION 5. Shares Subject to the Plan
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5.01. Number of Shares. Subject to Section 8.07, the aggregate number of
Shares which may be issued under the Plan shall not exceed 15,000 Shares.
5.02. Expiration and Cancellation. If an Incentive granted under the Plan
expires, is terminated or is otherwise canceled before exercise, that Incentive
and the related shares of Common Stock shall not apply toward the limits
provided in Section 5.01. If Shares issued or awarded under this Plan are
forfeited, canceled, terminated or reacquired by the Company, those forfeited,
canceled, terminated or reacquired Shares shall not apply toward the limits
provided in Section 5.01 and shall be available again for the grant of
Incentives.
5.03. Maintenance of Stock. Shares issued under the Plan shall be
authorized and unissued shares or shares of treasury stock. The Company shall
always maintain the number of such Shares at least equal to a number of Shares
for which Incentives have been granted and remain outstanding and unexercised.
5.04. Types of Incentive. Incentives may be granted in any one or any
combination of the following forms: (a) Non-Statutory Stock Options (Section 6)
and (b) Incentive Stock Options (Section 6).
SECTION 6. Stock Options
Each Stock Option granted under this Plan shall be subject to the
following terms and conditions:
6.01. Price. The option price per share shall be determined by the
Committee; provided, however, that the option price shall not be less than the
Fair Market Value set forth in Section 7.12 on the Grant Date of the Common
Stock subject to the Stock Option.
6.02. Number. The number of Shares subject to the Stock Option shall be
determined by the Committee.
6.03. Duration and time for exercise. The Grant Date of a Stock Option
shall be the date specified by the Committee, provided that such date shall not
be before the date on which the Stock Option is actually granted. The terms of
each Stock Option shall be determined by the Committee but shall not exceed ten
(10) years from the date of grant. Each Stock Option shall become exercisable at
such time or times in such amount or amounts during its term as shall be
determined by the Committee at the time of grant. The Committee may accelerate
the exercisability of any Stock Option. Unless otherwise specified by the
Committee, once a Stock Option becomes exercisable, whether in full or in part,
it shall remain so exercisable until its expiration, forfeiture, termination or
cancellation.
6.04. Exercise. A Stock Option may be exercised, in whole or in part, by
giving written notice to the Company (Attention: Chief Financial Officer) at its
principal office or to such transfer agent as the Company may designate. The
notice shall identify the Incentive being exercised and shall contain such other
information and terms as the Committee may require. The notice shall be
accompanied by full payment of the purchase price for the Shares (a) in United
States dollars in cash or by check, (b) at the discretion of the Committee, by
delivery of previously acquired Shares having a Fair Market Value equal on the
date of exercise to the cash exercise price of the Stock Option, or (c) at the
discretion of the Committee, by a combination of
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(a) and (b) above. As soon as practicable after receipt of the written notice,
the Company shall deliver to the person exercising the Stock Option one or more
certificates for the Shares.
6.05. Incentive Stock Options. Notwithstanding anything in this Plan to
the contrary, the following additional provisions shall apply to the grant of
Incentive Stock Options:
(a) The aggregate Fair Market Value on the grant Date of the Shares with
respect to which Incentive Stock Options are exercisable for the
first time by any Participant during any calendar year (under all
plans of the Group) shall not exceed $100,000;
(b) All Incentive Stock Options must be granted within ten (10) years
from the date on which the Plan was adopted by the Board;
(c) Unless exercised sooner, each Incentive Stock Option shall expire no
later than ten (10) years after the Grant Date for that Incentive
Stock Option;
(d) No Incentive Stock Options shall be granted to any Participant who,
at the time that option is granted, owns (within the meaning of
Section 422 of the Code) stock having more than 10% of the total
combined voting power of all classes of stock of the Company or any
member of the Group, unless the option price is equal to at least
110% of the Fair Market Value of the Shares subject to the option on
the Grant Date and the option is not exercisable later than five
years from the Grant Date;
(e) Each Incentive Stock Option agreement referred to in Section 7.05
shall contain or be deemed to contain all provisions required in
order to qualify those Stock Options as incentive stock options
under Section 422 of the Code, and the provisions of this Plan shall
be interpreted and construed to effect such treatment under that
Section.
SECTION 7. General
7.01. Effective Date. This Plan shall be effective as of the date of its
approval by the shareholders of the Company. If shareholder approval is not
obtained within one year following the date the Plan is adopted by the Board,
the plan and any Incentives awarded thereunder shall be void ab initio.
7.02. Duration. Unless the Plain is terminated earlier, the Plan shall
terminate ten (10) years from the date on which the Plan is approved by
shareholders of the Company. No Incentive or other rights under the Plan shall
be granted thereafter. The Board, without further approval of the Company's
stockholders, may at any time before that date terminate the Plan. After
termination of the Plan, no further Incentives may be granted under the Plan.
Stock Options granted before any such termination shall continue to be
exercisable in accordance with the terms of the Option.
7.03. Non-transferability of Incentives; Exercise by Participant. No
Incentive may be sold, pledged, assigned, encumbered, disposed of or otherwise
transferred other than by will or the laws of descent and distribution. The
Company shall not be required to recognize any
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attempted disposition by any Participant or Qualified Person. During a
Participant's lifetime, such Participant's Stock Options are only exercisable by
such Participant.
7.04. Effects of Death, Disability, Termination of Employment.
Notwithstanding any provision to the contrary herein or in any Incentive
Agreement, the following provisions shall apply with respect to Stock Options
held by a Participant at the termination of such Participant's employment with
members of the Group or in the event that such Participant's employment
terminates as a result of death or Disability;
(a) If such employment terminates as a result of death, the
Participant's estate shall have the right to exercise the
Participant's Stock Options for a period ending on the earlier of
the expiration dates of such Stock Options or eighteen (18) months
from the date of termination of employment, provided that such Stock
Options shall be exercisable by such estate only to the extent
exercisable on the date of termination of employment.
(b) If such employment terminates as a result of Disability, the
participant shall have the right to exercise his Stock Options for a
period ending on the expiration dates of such Stock Options,
provided that such Stock Options shall be exercisable by the
Participant after termination of employment.
(c) If such employment terminates as a result of Retirement, the
Participant shall have the right to exercise his/her Stock Option
until the expiration of the Stock Option.
(d) If such employment terminates for any reason other than death,
Disability or Retirement, the Participant shall have the right to
exercise his/her Stock Options for a period ending on the earlier of
the expiration dates of such Stock Options or ninety (90) days from
the date of termination of employment, provided that such Stock
Options shall be exercisable by the Participant after termination of
employment only to the extent exercisable on the date of termination
of employment.
(e) If such employment termination is a result of Misconduct, the Stock
Option shall expire immediately effective with the act of
Termination.
7.05. Incentive Agreements. The terms of each Incentive shall be stated in
an agreement between the Company and the Participant in a form approved by the
Committee. The Participant must execute and deliver the agreement to the Company
as a condition to the effectiveness of the Incentive. All such agreements may
contain all terms and condition as the Committee considers advisable that are
not inconsistent with the Plan, including, but not limited to, transfer
restrictions, rights of first refusal, forfeiture provisions, representations
and warranties of the Participant and provisions to ensure compliance with all
applicable laws, regulations and rules as provided in Section 7.06.
7.06. Compliance with Law. The Company may determine, in its sole
discretion, that it is necessary or desirable to list, register or qualify (or
to update any listing, registration or qualification of) any Incentive or the
Shares issuable or issued under any Incentive or this Plan on any securities
exchange or under any federal or state securities law, or to obtain consent or
approval of any governmental body as a condition of, or in connection with, the
award of any
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incentive, the issuance of Shares under any Incentive or this Plan, or the
removal of any restrictions imposed on such Shares. If the Company makes such a
determination, the Incentive shall not be awarded or the Shares shall not be
issued or the restrictions shall not be removed, as applicable, in whole or in
part, unless and until the listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company. The Company's obligation to sell or issue Shares
under and Incentive is subject to the compliance with all applicable laws and
regulations. The Committee, in its sole discretion, shall determine whether the
sale and issue of Shares is in compliance with all applicable laws and
regulations.
7.07. Adjustment. If the outstanding Shares of Common Stock are increased
or decreased or changed into or exchanged for a different number or kind of
securities of the Company or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split, combination of securities or dividend payable in corporate securities,
then a appropriate adjustment shall be made by the Board in the number, kind
and/or price of Shares of which Incentives may be granted under the Plan. In
addition, the Board shall make appropriate adjustment in the number, kind and/or
price of Shares as to which outstanding Incentives, or portions thereof then
unexercised, shall be exercisable. In the event of any such adjustment, the
exercise price of any Stock Option, the performance objectives, restrictions or
other terms and conditions of any Incentive and the Shares issuable under any
Incentive shall be adjusted as and to the extent appropriate, in the sole and
absolute discretion of the Board, to provide each Participant with substantially
the same relative rights before and after such adjustment to the extent
practical.
7.08. Withholding.
(a) The Company shall have the right to withhold from any payments
made under the Plan or to collect as a condition to any award,
payment or issuance of Shares under the Plan any taxes
required to be withheld by Federal, state or local law.
Whenever a Participant is required to pay to the Company an
amount required to be withheld under applicable tax laws in
connection with a distribution of Shares or upon exercise of a
Stock Option, the Participant may satisfy this obligation in
whole or in part by electing (the "Election") to have the
Company withhold from the distribution that number of Shares
having a value equal to the amount required to be withheld.
The value of the Shares to be withheld shall be based on the
Fair Market Value of the Shares on the date on which the
amount of tax to be withheld is to be determined ("Tax Date").
(b) Each Election must be made before the Tax Date. The Committee
may disapprove any Election, may suspend or terminate the
right to make Elections, or may provide with respect to any
incentive that the right to make an Election shall not apply
to that Incentive. An Election is irrevocable.
7.09. No Right to Continued Employment. No Participant under the Plan
shall have any right to continue in the employ of the Company or any member of
the Group for any period of time because of his or her participation in the
Plan.
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7.10. No Right as Stockholder. No participant or Qualified Person shall
have the rights of a stockholder with respect to the Shares covered by an
Incentive unless a stock certificate is issued to that person for the Shares. No
adjustment shall be made for cash dividends or similar rights for which the
record date is before the date on which such stock certificate is issued.
7.11. Amendment of the Plan. The Board may amend the Plan from time to
time in such respects as the Board deems advisable. No such amendment, however,
shall (a) change or impair an Incentive without the consent of the Participant
or Qualified Person holding that Incentive, or (b) without the prior approval of
the Company stockholders (i) increase the limits provided in Section 5.01
(except by adjustment under Section 8.07), (ii) change the class of person
eligible to receive Incentives under the Plan, or (iii) make any other change
that requires approval of the Company stockholders under applicable law or to
preserve the treatment of the Incentive Stock Options as such under Section 422
of the Code.
7.12. Definition of Fair Market Value. Whenever "Fair Market Value" of
Common Stock is to be determined for purposes of this Plan, it shall be
determined as follows:
The Stock Option Price shall be equal to the Fair Market Value of a share
of Stock on the Grant Date. The Fair Market Value of a share of Stock on the
Grant Date (or any other date on which such Fair Market Value is relevant) be
determined by the Committee which may use the bid price last quoted by a
reputable brokerage firm on such Grant Date or if no such reputable broker has
any bid prices available then the Fair Market Value is to be determined in good
faith from time to time by the Committee. In no event shall any option be
granted for less than par value of the Bank's Stock.
7.13. Acceleration; Exercise. Notwithstanding anything to the contrary set
forth in the Plan, in the event that (i) the Company should adopt a plan of
reorganization pursuant to which (A) it shall merge into, consolidate with or
sell substantially all of its assets to, any other corporation or entity or (B)
any other corporation or entity shall merge into the Company in a transaction in
which the Company shall become a wholly-owned subsidiary of another entity, or
(ii) the Company should adopt a plan of complete liquidation, then (A) all Stock
Options granted hereunder shall be fully exercisable upon consummation of such
event and (B) the Company may give a Participant written notice thereof
requiring such Participant either (1) to exercise his or her Stock Options
within thirty days after receipt of such notice, including all installments
whether or not they would otherwise be exercisable at that date, (2) in the
event of a merger or consolidation in which shareholders of the Company will
receive shares of another corporation, to agree to convert his or her Stock
Options into comparable options to acquire such shares, (3) in the event of a
merger or consolidation in which shareholders of the Company will receive cash
or other property (other than capital stock), to agree to convert his or her
Stock Options into such consideration (in an amount representing the
appreciation over the exercise price of such Stock Options) or (4) to surrender
such Stock Options or any unexercised portion thereof.
7.14. Investment Letter. If required by the Committee, each Participant
shall agree to execute a statement directed to the Company, upon each and every
exercise by such Participant of any Stock Options, that shares issued thereby
are being acquired for investment purposes only and not with a view to the
distribution thereof, and containing an agreement that such shares will not be
sold or transferred unless either (1) registered under the Securities Act of
1933 and all applicable state securities laws, or (2) exempt from such
registration in the opinion of Company counsel. If required by the Committee,
certificates representing shares of Common Stock issued
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upon exercise of Stock Options shall bear a restrictive legend summarizing the
restrictions on transferability applicable thereto.
7.15. Fractional and Minimum Shares. In no event shall a fraction of a
Share be purchased or issued under the Plan without Board approval. The
Committee may specify a minimum number of Shares for which each Stock Option
must be exercised.
7.16. Application of Funds. The proceeds received by the Company from the
sale of Shares under the Plan shall be used for general corporate purposes.
7.17. Other Incentives and Plans. Nothing in this Plan shall prohibit any
member of the Group from establishing other employee incentives and plans.
7.18. Governing Law. The validity and construction of the Plan and of each
agreement evidencing Incentives shall be governed by the laws of the State of
New Jersey, excluding the conflict-of-laws principles thereof.
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Adopted as of March 22, 2000
by the Board of Directors of
Allaire Community Bank
/s/ Benjamin H. Danskin
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Benjamin Danskin
Chairman of the Board
Approved and ratified by the shareholders at the Allaire Community Bank
2000 Annual Meeting of the Shareholders by majority vote of all of the
outstanding shares.
/s/ Robert S. Vuono
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Robert S. Vuono
Secretary of the 2000 Shareholders Meeting
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