EXHIBIT 4.5
ALLAIRE COMMUNITY BANK
2000
DIRECTOR STOCK OPTION PLAN
ALLAIRE COMMUNITY BANK
2000 Director Stock Option Plan
Table of Contents
Page
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SECTION 1. Definitions ..................................................... 1
SECTION 2. Purpose of Plan ................................................. 3
SECTION 3. Administration .................................................. 3
SECTION 4. Shares Subject to the Plan ...................................... 4
SECTION 5. Stock Option Agreements and Exercise Thereof .................... 4
SECTION 6. Stock Option Price .............................................. 5
SECTION 7. Grants .......................................................... 5
SECTION 8. Vesting of Stock Options ........................................ 5
SECTION 9. Duration and Time For Exercise of Stock Options ................. 5
SECTION 10. Expiration of Stock Options .................................... 6
SECTION 11. Stock Option Adjustments ....................................... 6
SECTION 12. Amendment to the Plan .......................................... 6
SECTION 13. General Provisions ............................................ 6
ALLAIRE COMMUNITY BANK
2000 DIRECTOR STOCK OPTION PLAN
SECTION 1. Definitions
Wherever used in this Plan, the following capitalized terms shall have the
meaning set forth below:
(a) "Board" shall mean the Company's Board of Directors.
(b) "Chairman" shall mean the Chairman of the Company's Banks Board of
Directors.
(c) "Vice Chairman" shall mean the Vice Chairman of the Company's Board
of Directors.
(d) "Change of Control" shall mean any of the following:
(i) The acquisition of the beneficial ownership of at least 25% of
the Stock or all or substantially all of the assets of the
Bank by a single person or entity or a group of persons or
entities acting in concert;
(ii) The merger, consolidation or combination of the Company with
an unaffiliated corporation in which the Directors immediately
prior to such transaction constitute less than a majority of
the board of directors of the surviving new or combined entity
in such transaction;
(iii) The transfer of all or substantially all of the Company's
assets to an unaffiliated corporation;
(iv) The election to the Board during any consecutive three-year
period of a group of individuals constituting a majority of
the Board who were not serving as directors of either of such
boards immediately prior to such consecutive three-year
period.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean 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.
(g) "Company" shall mean Allaire Community Bank, a banking corporation
chartered under the laws of the State of New Jersey.
(h) "Director" shall mean an individual duly elected to serve as a
member of the Board or the board of directors of a Subsidiary.
(i) "Disability" shall mean the permanent disability of a Participant or
the failure of a Participant to perform substantially all of the
services to the Company or a Subsidiary performed by the Participant
prior to such failure for a period of six months commencing with the
first date of such failure for reasons other than Voluntary or
Involuntary Termination, Termination for Misconduct, death or
approved Retirement.
(j) "Effective Date" shall mean April 26, 2000.
(k) "Employee" shall mean a person in the employ, under common law, of
the Company or any of its Subsidiaries.
(l) "Grant" shall mean the award of a Stock Option to a Participant.
(m) "Grant Date" shall mean the date on which the Committee acts to
award the Stock Option in question in the case of a Grant to an
Employee and the date on which an option is awarded to an Outside
Director under the Plan (notwithstanding any initial 6-month
prohibition against exercise).
(n) "Incentive Stock Option" shall mean a Stock Option which qualifies
under section 422A of the Code.
(o) "Involuntary Termination" shall mean separation from services as an
Employee or Director at the request or demand of the Company or the
Subsidiary to whom such services were rendered for any reason other
than Misconduct, death or Disability.
(p) "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 in writing 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 or the Company.
(q) "Non-qualified Stock Option" shall mean a Stock Option which is not
an Incentive Stock Option.
(r) "Outside Director" shall mean a Director who is not also an Employee
but who is a member of the board of directors of the Bank.
(s) "Inside Director" shall mean a Director who is also an employee and
is also a member of the board of directors of the Bank.
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(t) "Participant" shall mean an Employee or Director who has received a
Grant.
(u) "Plan" shall mean this Allaire Community Bank 1999 Employee Stock
Option Plan.
(v) "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.
(w) "Stated Expiration Date" shall mean the date set forth in a Stock
Option agreement on which the related Stock Option expires absent
the Participants termination of service to the Company or a
Subsidiary.
(x) "Stock" shall mean the Common Stock of the Company par value $5.00.
(y) "Stock Option" shall mean a right to purchase Stock.
(z) "Stock Option Price" shall mean the purchase price for a share of
Stock subject to a Stock Option.
(aa) "Subsidiary" shall mean a subsidiary corporation of the Company, as
defined in Sections 424 (f) and 424 (g) of the Code.
(bb) "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.
(cc) "Voluntary Termination" shall mean a termination of service as an
Employee or Director which is not an Involuntary Termination, a
Termination for Misconduct, a termination by reason of death, a
termination by reason of Retirement approved by the Company or a
termination by reason of Disability.
SECTION 2. Purpose of Plan
The purpose of the Plan is to make a provision for the Grant of Stock
Options to acquire up to 35,546 shares of Stock to Outside Directors and Inside
Directors and as a means of compensating them for service provided to the
Company and its Subsidiaries in addition to any other compensation provided to
them. Of the number of Stock Options available for Grant, 28,800 shall be
granted to Outside Directors, the Chairman of the Board and the Vice Chairman as
set forth in Section 4 as Non-Qualified Stock Options. The remaining balance of
options may be granted from time to time by the Committee.
SECTION 3. Administration
3.01. The Committee. The Plan shall be administered by the Committee
consisting of not less than two persons appointed by the Board from among its
members. Committee members shall serve at the pleasure of the Board.
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3.02. Committee Authority. Except as otherwise provided in the Plan, the
Committee shall have full and final authority in its sole discretion to grant to
eligible Participants pursuant to the terms of the Plan, Stock Options. The
Committee shall also have the authority, which shall be not limited to:
(i) interpret provisions of the Plan and decide all questions of
fact arising in its application; and
(ii) make all other determinations necessary or advisable for the
administration of the Plan; and
(iii) authorize any of its members to execute and deliver documents
on behalf of the Committee.
(iv) have discretion to determine the Outside Directors and Inside
Directors who shall receive Grants, the times at which Grants
shall be made, the number of shares of
Stock to make available to each Outside Director or Inside Director in the
form of a Grant, whether Grants to Inside Directors shall be Incentive Stock
Options or Non-Qualified Stock Options and the terms of Grants to such Inside
Directors.
However, the Committee shall not have authority to take action
inconsistent with other provisions of the Plan.
No member of the Committee shall be liable for any action or determination
made in good faith.
SECTION 4. Shares Subject to the Plan
4.01. Number of Shares. The aggregate number of Shares which may be issued
under the Plan shall not exceed 15,000 Shares.
4.02. Expiration and Cancellation. If a Stock Option granted under the
Plan expires, is terminated or is otherwise canceled before exercise, the
related shares of Common Stock shall not apply toward the limits provided in
Section 4.01. If the Shares issued or granted 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 4.01 and shall be available again for grants hereunder.
SECTION 5. Stock Option Agreements and Exercise Thereof
5.01. Agreement. Each Grant shall be evidenced by a written Stock Option
agreement which shall specify the number of shares of Stock available for
purchase, the Stock Option Price pertaining to such Grant, the date of
expiration of the Stock Option, that the Stock Option is not transferable except
pursuant to the laws of decent and distribution on the death of the Participant,
that during the Participant's lifetime the Stock Option is exercisable only by
the Participant or, in the event of the Participant's disability by the
Participant's attorney in fact.
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5.02. 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 number of Stock Options 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 (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.
SECTION 6. Stock Option Price
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) shall
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.
SECTION 7. Grants
7.01. General. Grants may be made from time to time by the Committee to
Inside Directors and Outside Directors. All stock options granted hereunder are
subject to shareholder approval.
SECTION 8. Vesting of Stock Options
The vesting schedule, of Stock Options shall be determined by the
Committee and shall be a date specified by the Committee, provided that such
date is not before the date on which the Stock Option is granted. No vesting
schedule has been established and any future vesting of Stock Options shall be
determined in the sole discretion of the Committee.
SECTION 9. Duration and Time For Exercise of Stock Options
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.
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SECTION 10. Expiration of Stock Options
Notwithstanding the Stated Expiration Date of a Stock Option set forth in
a Stock Option Agreement, the related Stock Option shall expire as follows in
the event the Participant terminates service as an Inside or Outside Director.
If the Participant's service is terminated pursuant to an Voluntary/Involuntary
Termination, the Stock Option shall expire no later than ninety (90) days after
the effective date of the act of such Voluntary/ Involuntary Termination. If the
Participant's service is terminated pursuant to a death, the Stock Option shall
expire no later than the earlier of the expiration date of such Stock Option or
eighteen (18) months after such death. If the Participant's service is
terminated pursuant to a Disability or Retirement, the Stock Option shall expire
no later than the remaining term of the option after the effective date of the
act of such Disability or Retirement. Notwithstanding the foregoing, if the
Participant's service is terminated (in a Voluntary or Involuntary Termination)
within two years following a Change in Control, the Stock Option shall expire in
accordance with its Stated Expiration Date. No stock option in the Plan provides
for the payment of cash to any Director upon cancellation of any option granted
hereunder.
SECTION 11. Stock Option Adjustments
The aggregate number of shares of Stock with respect to which Stock
Options may be granted, the aggregate number of shares of Stock subject to each
outstanding Stock Option, and the Stock Option Price of each outstanding Stock
Option shall be appropriately adjusted for any increase or decrease in the
number of shares of issued Stock resulting from a division or consolidation of
shares, whether through a reorganization, recapitalization, stock split, stock
distribution or combination of shares outstanding effected without receipt of
consideration by the Company to the extent practical.
SECTION 12. Amendment to the Plan
The Board may amend the Plan from time to time (including amendment to
terminate the Plan) at is discretion. However, no amendment shall adversely
affect any outstanding Stock Option without the consent of the Participant.
SECTION 13. General Provisions
13.01. 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.
13.02. 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 Stock Option 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 Stock Options 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.
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13.03. 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 attempted disposition by any
Participant. During a Participant's lifetime, such Participant's Stock Options
are only exercisable by such Participant.
13.04. 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 the Shares issuable
or issued under any Stock Option 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
incentive, the issuance of Shares under this Plan, or the removal of any
restrictions imposed on such Shares. If the Company makes such a determination,
the Stock Option shall not be awarded and 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 this Plan 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.
13.05. Withholding. 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.
13.06. No Right to Continued Employment. No Participant under the Plan
shall have any right to continue as a Director of the Company for any period of
time because of his or her participation in the Plan.
13.07. No Right as Stockholder. No participant or Qualified Person shall
have the rights of a stockholder with respect to the Shares covered by a Stock
Option 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.
13.08. 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
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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.
13.09. 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.
13.10. Application of Funds. The proceeds received by the Company from the
sale of Shares under the Plan shall be used for general corporate purposes.
13.11. Other Incentives and Plans. Nothing in this Plan shall prohibit any
member of the Board from establishing other employee incentives and plans.
13.12. 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.
Adopted as of March 22, 2000
by the Board of Directors of
Allaire Community Bank
/s/ Benjamin H. Danskin
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Benjamin H. 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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