CENTRAL JERSEY BANCORP
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
April 25, 2005
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Central Jersey Bancorp to be held at Branches, located at 123 Monmouth Road
(Route 71), West Long Branch, New Jersey, on Thursday, May 26, 2005 at 10:00
a.m., local time.
At the annual meeting, you will be asked to elect twelve nominees for
director, consider and adopt the Central Jersey Bancorp 2005 Equity Incentive
Plan and consider and act upon such other business as may properly come before
the annual meeting or any adjournment or postponement thereof.
It is important that your shares of Central Jersey Bancorp common stock
are represented at the annual meeting, whether or not you attend the annual
meeting in person and regardless of the number of shares you own. To ensure that
your shares of common stock are represented, we urge you to complete, sign, date
and return your proxy card in the enclosed postage prepaid envelope. If you
attend the annual meeting, you may vote in person even if you have previously
submitted a proxy. Your prompt attention is greatly appreciated.
Very truly yours,
/s/ Robert S. Vuono
Robert S. Vuono
Secretary
CENTRAL JERSEY BANCORP
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 26, 2005
----------------------------
To the Shareholders of
Central Jersey Bancorp:
NOTICE IS HEREBY GIVEN, that the annual meeting of shareholders (the
"Annual Meeting") of Central Jersey Bancorp will be held at Branches, located at
123 Monmouth Road (Route 71), West Long Branch, New Jersey, on Thursday, May 26,
2005 at 10:00 a.m., local time, for the following purposes:
1. To elect twelve nominees for director who will serve on Central
Jersey Bancorp's Board of Directors for the following year and until
their successors have been elected and qualify;
2. To consider and vote on the proposal to approve and adopt the
Central Jersey Bancorp 2005 Equity Incentive Plan; and
3. To transact such other business as may properly come before the
Annual Meeting, or any adjournment or postponement thereof.
Shareholders of record at the close of business on April 6, 2005, are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
or postponement thereof.
Whether or not you expect to attend the Annual Meeting, please complete,
sign and date the enclosed proxy card and return it in the accompanying postage
prepaid envelope. You may revoke your proxy either by written notice to Central
Jersey Bancorp, by submitting a proxy card dated as of a later date or in person
at the Annual Meeting. The Board of Directors of Central Jersey Bancorp
recommends that you vote "FOR" each of the nominees for director and the
proposal to approve and adopt the Central Jersey Bancorp 2005 Equity Inventive
Plan.
By Order of the Board of Directors
/s/ Robert S. Vuono
Robert S. Vuono
Secretary
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS. HOWEVER,
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO SIGN AND
DATE THE ACCOMPANYING PROXY AND MAIL IT AT ONCE IN THE ENCLOSED ENVELOPE. PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
- --------------------------------------------------------------------------------
CENTRAL JERSEY BANCORP
--------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------
General Information
This Proxy Statement is being furnished to the holders of common stock,
with a par value of $.01 per share ("Common Stock"), of Central Jersey Bancorp
in connection with the solicitation of proxies by the Board of Directors of
Central Jersey Bancorp (the "Board" or "Board of Directors") for use at the
annual meeting of shareholders of Central Jersey Bancorp to be held at 10:00
a.m. on Thursday, May 26, 2005 at Branches, located at 123 Monmouth Road (Route
71), West Long Branch, New Jersey (the "Annual Meeting"). The Board of Directors
has fixed the close of business on April 6, 2005 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting.
At the Annual Meeting, shareholders of Central Jersey Bancorp will
consider and vote on:
o the election of twelve nominees for director;
o the proposal to approve and adopt the Central Jersey Bancorp
2005 Equity Incentive Plan (the "2005 Equity Incentive Plan");
and
o any other business as may properly come before the Annual
Meeting.
Shareholders may revoke the authority granted by their execution of
proxies at any time before the effective exercise of such proxies by filing
written notice of such revocation with the secretary of the Annual Meeting.
Presence at the Annual Meeting does not, in and of itself, revoke the proxy.
Also, any grant of a proxy subsequent to an earlier grant of a proxy, revokes
the earlier proxy. All shares of Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the specifications therein.
Proxies submitted without specification will be voted "FOR" the election of each
of the nominees for director and "FOR" the proposal to approve and adopt the
2005 Equity Incentive Plan. Neither the Board nor management of Central Jersey
Bancorp is aware, to date, of any matter being presented at the Annual Meeting
other than the election of directors and the proposal to approve and adopt the
2005 Equity Incentive Plan, but, if any other matter is properly presented, the
persons named in the proxy will vote thereon according to their best judgment.
Proxies for use at the Annual Meeting are being solicited by the Board of
Directors. The cost for preparing, assembling and mailing the proxy materials is
to be borne by Central Jersey Bancorp. It is not anticipated that any
compensation will be paid for soliciting proxies, and Central Jersey Bancorp
does not intend to employ specially engaged personnel in the solicitation
3
of proxies. It is contemplated that proxies will be solicited principally
through the mail, but directors, officers and employees of Central Jersey
Bancorp, without additional compensation, may solicit proxies personally or by
telephone, telegraph, facsimile transmission or special letter.
This Proxy Statement and the enclosed proxy card are being mailed to
shareholders on or about April 25, 2005.
Voting Securities
Shareholders of record at the close of business on April 6, 2005 are
entitled to one vote for each share of Common Stock then held by them. As of
that date, Central Jersey Bancorp had 3,869,412 shares of Common Stock issued
and outstanding. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of Common Stock entitled to be voted at
the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted as shares present and entitled
to be voted at the Annual Meeting for the purpose of determining the existence
of a quorum.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting whether in person or by proxy. A majority of the outstanding shares of
Common Stock voted at the Annual Meeting at which a quorum is present must be
voted in favor of the proposal to approve and adopt the 2005 Equity Incentive
Plan. All votes will be tabulated by the inspector of election appointed at the
Annual Meeting who will separately tabulate affirmative votes, negative votes,
abstentions and broker non-votes. Under New Jersey law, any proxy submitted and
containing an abstention or broker non-vote will not be counted as a vote cast
on any matter to which it relates.
4
Principal Shareholders and Security Ownership of Management
The following table sets forth information as of April 6, 2005, with
respect to the beneficial ownership (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of Central Jersey
Bancorp's Common Stock, which is the only class of Central Jersey Bancorp
capital stock with shares issued and outstanding, by (1) each Central Jersey
Bancorp director, which includes Named Executive Officers (as such term is
defined in the section of this Proxy Statement captioned "EXECUTIVE OFFICERS -
Executive Compensation") Richard O. Lindsey and James S. Vaccaro, and (2)
Anthony Giordano, III and Kevin W. Hunt, the Named Executive Officers who are
not directors of Central Jersey Bancorp.
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
-------------------------------
Percent of
Name of Beneficial Owner - Directors and Officers (1) No. of Shares (2) Class
- ----------------------------------------------------- ----------------- ----------
James G. Aaron, Esq. (3)(4).............................. 102,948 2.66%
Nicholas A. Alexander, C.P.A. (3)(5)..................... 42,954 1.11%
John A. Brockriede (3)(6)................................ 190,866 4.93%
George S. Callas (3)(7)(8)............................... 84,857 2.19%
Carl F. Chirico (3)(9)(10)............................... 100,699 2.60%
M. Claire French (3)(11)................................. 32,429 .84%
William H. Jewett (3)(12)................................ 46,963 1.21%
Paul A. Larson, Jr. (3)(13).............................. 37,197 .96%
Richard O. Lindsey (3)(14)(15)........................... 53,440 1.38%
John F. McCann (3)(16)................................... 89,328 2.31%
Mark G. Solow (3)(17).................................... 82,710 2.14%
James S. Vaccaro (3)(18)(19)............................. 96,097 2.48%
Robert S. Vuono (3)(20)(21).............................. 49,396 1.28%
5
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
-----------------------------------
Percent of
Name of Beneficial Owner - Directors and Officers (1) No. of Shares (2) Class
- ----------------------------------------------------- ----------------- ----------
Anthony Giordano, III (22)(23)........................... 26,118 .67%
Kevin W. Hunt (24)(25)................................... 29,108 .75%
All Executive Officers and
Directors as a Group (14 persons) (4)(5)(6)(8)
(10)(11)(12)(13)(15)(16)(17)(19)(21)(23)(25)............. 1,065,110 27.53%
(1) All directors and officers listed in this table maintain a mailing address
at 627 Second Avenue, Long Branch, New Jersey 07740.
(2) In accordance with Rule 13d-3 of the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Central Jersey Bancorp's Common Stock if he or she has voting or
investment power with respect to such security. This includes shares (a)
subject to options exercisable within sixty days, and (b)(I) owned by a
spouse, (II) owned by other immediate family members, or (III) held in
trust or held in retirement accounts or funds for the benefit of the named
individuals, over which shares the person named in the table may possess
voting and/or investment power.
(3) Such person serves as a director of Central Jersey Bancorp.
(4) Includes 19,116 shares subject to currently exercisable stock options;
11,466 shares held in an Individual Retirement Account with Bear Stearns
for the benefit of Mr. Aaron; and 7,920 shares registered in the name of
Mr. Aaron as trustee for the Trust Under the Will of Leslie B. Aaron, Mr.
Aaron's father. Mr. Aaron disclaims any beneficial ownership to the shares
held in the aforementioned trust. Also includes 14,370 shares registered
in the name of ERBA Co., Inc., in which Mr. Aaron has an ownership
interest and serves as vice president. Mr. Aaron disclaims beneficial
ownership of these securities except to the extent of his ownership
interest in ERBA Co., Inc. Also includes 19,002 shares registered in the
name of the Aaron Family Limited Partnership, of which Mr. Aaron is a
partner. Mr. Aaron disclaims beneficial ownership of these securities
except to the extent of his partnership interest in the Aaron Family
Limited Partnership. Also includes 3,318 shares registered in the name of
the David Ritter Trust and 3,318 shares registered in the name of the
Randy Ritter Trust, of which Mr. Aaron is a trustee. Mr. Aaron disclaims
any beneficial ownership to the shares held in these trusts. Also includes
9,738 shares held in trusts for the benefit of Mr. Aaron's family members
of which Mr. Aaron's spouse is trustee; 1,452 shares registered in the
name of Mr. Aaron's spouse; and 4,170 shares held in an Individual
Retirement Account with Bear Stearns for the benefit of Mr. Aaron's
spouse. Mr. Aaron disclaims beneficial ownership of the shares held in
these trusts, the shares held by his spouse and the shares held for the
benefit of his spouse.
6
(5) Includes 19,116 shares subject to currently exercisable stock options; and
2,646 shares held in an Individual Retirement Account with Smith Barney
for the benefit of Mr. Alexander. Also includes 624 shares held by Mr.
Alexander for the benefit of his grandchildren under the Uniform Transfers
to Minors Act. Mr. Alexander disclaims beneficial ownership of the
securities held for the benefit of his grandchildren.
(6) Includes 19,116 shares subject to currently exercisable stock options.
Also includes 12,074 shares held in an Individual Retirement Account and
1,646 shares held in a Simplified Employee Pension Plan both by
PaineWebber as custodian for the benefit of Mr. Brockriede. Includes
42,973 shares held by CJM Management, L.L.C., of which Mr. Brockriede is
an Administrative Member. Mr. Brockriede disclaims beneficial ownership of
these securities except to the extent of his ownership interest in CJM
Management, L.L.C. Also includes 104,049 shares held jointly with Mr.
Brockriede's spouse and 9,061 shares held in trusts for the benefit of Mr.
Brockriede's family members of which Mr. Brockriede's spouse is trustee;
and 818 shares held in an Individual Retirement Account by PaineWebber for
the benefit of Mr. Brockriede's spouse. Mr. Brockriede disclaims
beneficial ownership of the shares held in these trusts and the shares
held by PaineWebber on behalf of Mr. Brockriede's spouse.
(7) Mr. Callas serves as the Chairman of the Board of Central Jersey Bancorp.
(8) Includes 32,748 shares subject to currently exercisable stock options and
2,916 shares held by Mr. Callas' spouse. Mr. Callas disclaims beneficial
ownership of the shares held by his spouse.
(9) Mr. Chirico serves as the Vice Chairman of the Board of Central Jersey
Bancorp.
(10) Includes 74,315 shares subject to currently exercisable stock options,
7,783 shares held for his account in the Allaire Community Bank 401(k)
Profit Sharing Plan and 9,572 shares held by Mr. Chirico's spouse. Mr.
Chirico disclaims beneficial ownership of the shares held by his spouse.
(11) Includes 22,179 shares subject to currently exercisable stock options.
(12) Includes 29,078 shares subject to currently exercisable stock options.
(13) Includes 14,995 shares subject to currently exercisable stock options.
Also includes 3,645 shares held jointly with Mr. Larson's spouse.
(14) Mr. Lindsey serves as an Executive Vice President and Chief Lending
Officer of Central Jersey Bancorp.
(15) Includes 38,860 shares subject to currently exercisable stock options;
4,374 shares held jointly with Donna A. Lindsey, Mr. Lindsey's wife; and
2,916 shares held by Wheat First Butcher Singer as custodian for Richard
O. Lindsey's Individual Retirement Account.
(16) Includes 19,116 shares subject to currently exercisable stock options; and
6,612 shares held in an Individual Retirement Account with Charles Schwab
for the benefit of Mr.
7
McCann. Also includes 7,290 shares held by Mary Ellen McCann, Mr. McCann's
wife, as to which shares he disclaims any beneficial interest.
(17) Includes 19,116 shares subject to currently exercisable stock options; and
8,748 shares held jointly with Susan S. Solow, Mr. Solow's wife.
(18) Mr. Vaccaro serves as the President and Chief Executive Officer of Central
Jersey Bancorp.
(19) Includes 65,581 shares subject to currently exercisable stock options;
18,616 shares held by Merrill Lynch Pierce Fenner & Smith as custodian for
the benefit of James S. Vaccaro Simplified Employee Pension; 873 shares
held by Mr. Vaccaro's son; and 1,166 shares held by Mr. Vaccaro as
custodian for his daughters under the Uniform Transfers to Minors Act. Mr.
Vaccaro disclaims any beneficial interest to the shares held by him as
custodian for his children.
(20) Mr. Vuono serves as the Senior Executive Vice President, Chief Operating
Officer and Secretary of Central Jersey Bancorp.
(21) Includes 43,747 shares subject to currently exercisable stock options and
5,649 shares held in an Individual Retirement Account with Bank of America
Investment Services, Inc.
(22) Mr. Giordano serves as Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of Central Jersey Bancorp.
(23) Includes 23,992 shares subject to currently exercisable stock options; 940
shares held by Charles Schwab & Co. in an Individual Retirement Account
for the benefit of Mr. Giordano; 933 shares held by Charles Schwab & Co.
in an Individual Retirement Account for the benefit of Mr. Giordano's
spouse, as to which shares he disclaims any beneficial interest; and 253
shares held by Mr. Giordano as custodian for his son under the Uniform
Transfers to Minors Act, as to which shares he disclaims any beneficial
interest.
(24) Mr. Hunt serves as the Executive Vice President and Senior Lending Officer
of Monmouth Community Bank, N.A. and Allaire Community Bank, the bank
subsidiaries of Central Jersey Bancorp.
(25) Includes 26,833 shares subject to currently exercisable stock options.
8
The following table sets forth information as of April 6, 2005, with
respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange
Act) of Central Jersey Bancorp's Common Stock by each person or group of persons
known by Central Jersey Bancorp to be the beneficial owner of more than 5% of
Central Jersey Bancorp's outstanding Common Stock.
Beneficial Ownership of
Central Jersey Bancorp's
Common Stock
--------------------------------
Percent of
Name of Beneficial Owner - 5% Shareholders No. of Shares (1) Class
- ------------------------------------------ ----------------- ----------
Solomon Dwek (2)(3)........................... 313,807 8.15%
(1) In accordance with Rule 13d-3 of the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Central Jersey Bancorp Common Stock if he or she has voting or investment
power with respect to such security. This includes shares (a) subject to
options exercisable within sixty days, and (b)(I) owned by a spouse, (II)
owned by other immediate family members, or (III) held in trust or held in
retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or
investment power.
(2) Mr. Dwek, a former director of Central Jersey Bancorp, maintains a mailing
address at 200 Wall Street, P.O. Box 98, West Long Branch, New Jersey
07764.
(3) Includes 12,000 shares held in the name of Isaac Dwek and Pearl Pamela
Dwek, as trustees for the Isaac Dwek Irrevocable Trust for the benefit of
Isaac Dwek; 10,800 shares held in the name of the Raizel Dwek Irrevocable
Trust with Pearl Pamela Dwek and Isaac Dwek as trustees; and 12,000 shares
held in the name of Milo Dwek 1998 Irrevocable Trust, Solomon Dwek
grantor, Pearl Pamela Dwek & Isaac Dwek trustees. Mr. Dwek disclaims
beneficial ownership to the shares held in these trusts. Also includes (a)
522 shares held in an individual retirement account with Solomon Smith
Barney for the benefit of Mr. Dwek; (b) 523 shares held in an individual
retirement account with Solomon Smith Barney for the benefit of Mr. Dwek's
spouse; and (c) 1,348 shares held in other individual retirement accounts
for the benefit of Mr. Dwek's family members. Mr. Dwek disclaims any
beneficial ownership to the shares held in these individual retirement
accounts with the exception of the individual retirement account with
Solomon Smith Barney for his benefit.
9
ELECTION OF DIRECTORS
The By-laws of Central Jersey Bancorp provide that the number of directors
shall not be less than three directors nor more than fifteen directors, and
permit the exact number of directors to be determined from time to time by the
Board. Currently, the Board has fixed the number of directors at twelve.
Nomination Process
Effective January 1, 2005, Central Jersey Bancorp's Board of Directors
formed a Nominating Committee. The principal responsibilities of this Nominating
Committee are to: (1) determine the slate of director nominees for election to
the Board of Directors; (2) identify and recommend candidates to fill vacancies
occurring between annual shareholder meetings; (3) review the composition of
Board committees; and (4) review Central Jersey Bancorp's policies and programs
that relate to matters of corporate responsibility, including public issues of
significance to Central Jersey Bancorp and its shareholders. The Nominating
Committee is to annually review with the Board the applicable skills and
characteristics required of Board nominees in the context of current Board
composition and company circumstances.
In making its recommendations to the Board, the Nominating Committee is to
consider, among other things, the qualifications of individual director
candidates. The Nominating Committee is to collaborate with the Board to
determine the appropriate characteristics, skills, and experiences for the Board
as a whole and its individual members with the objective of having a Board with
diverse backgrounds and experience in business, government, education and public
service. In evaluating the suitability of individual Board members, the
Nominating Committee takes into account many factors, including general
understanding of marketing, finance and other disciplines relevant to the
success of publicly traded company in today's business environment;
understanding of Central Jersey Bancorp's business and technology; educational
and professional background; and personal accomplishment. The Nominating
Committee is to evaluate each individual in the context of the Board as a whole,
with the objective of recommending a group that can best perpetuate the success
of Central Jersey Bancorp's business and represent shareholder interests through
the exercise of sound judgment, using its members' diversity of experience. In
determining whether to recommend a director for re-election, the Nominating
Committee is also to consider the director's past attendance at meetings and
participation in and contributions to the activities of the Board.
The nominees for director named herein were elected by the entire Board.
The Nominating Committee will commence functioning with respect to the selection
of director nominees for the 2006 annual meeting of shareholders.
Nominees
It is intended that the proxies solicited by the Board will be voted "FOR"
the twelve nominees listed below in the section captioned "Board of Directors"
(unless a shareholder otherwise directs). If, for any reason, any of the
nominees becomes unavailable for election to or service on the Board, the
proxies solicited by the Board of Directors will be voted for such substituted
nominee(s) as is (are) selected by the Board of Directors. The Board has no
reason to
10
believe that any of the named nominees are not available or will not serve if
elected. Each nominee for director currently serves as a director of Central
Jersey Bancorp and its bank subsidiaries, Monmouth Community Bank and Allaire
Community Bank. Directors will be elected by a plurality of the votes cast at
the Annual Meeting whether in person or by proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES FOR
DIRECTOR.
Board of Directors
Each candidate for director currently serves as a director of Central
Jersey Bancorp and has been nominated to serve for an additional one year term
to expire at the next annual meeting of shareholders of Central Jersey Bancorp.
The name, age, principal occupation or employment and biographical information
of each person nominated to serve as a member of the Board of Directors of
Central Jersey Bancorp is set forth below:
Name and Address Age Principal Occupation or Employment
- ---------------- --- ----------------------------------
James G. Aaron, Esq. 60 Partner of Ansell, Zaro, Grimm & Aaron
Nicholas A. Alexander, C.P.A. 66 Retired Partner of KPMG LLP
John A. Brockriede 70 Businessman
George S. Callas 72 Chairman of the Board of Central Jersey
Bancorp and President of Allaire Capital
Corp.
Carl F. Chirico 64 Vice Chairman of Central Jersey Bancorp
M. Claire French 66 Monmouth County Clerk
William H. Jewett 74 President of Ecumenical Capital
Paul A. Larson, Jr. 55 President Larson Ford-Suzuki
67 Retired Group President of Salomon Smith
Barney
John F. McCann
Mark G. Solow 56 Co-founder of GarMark Advisors, L.L.C.
James S. Vaccaro 48 President and Chief Executive Officer of
Central Jersey Bancorp
Robert S. Vuono 55 Senior Executive Vice President, Chief
Operating Officer and Secretary
There are no family relationships among the nominees for director and
executive officers of Central Jersey Bancorp. None of the nominees for director
or executive officers of Central
11
Jersey Bancorp are directors of any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940, as amended.
Each nominee for director of Central Jersey Bancorp elected to the Board
shall also serve as a member of the Boards of Directors of Monmouth Community
Bank and Allaire Community Bank.
Biographical Information
James G. Aaron is a Partner in the law firm of Ansell, Zaro, Grimm &
Aaron located in Ocean Township, New Jersey. Mr. Aaron Chairs the firm's
Commercial Litigation, Municipal Law and Bankruptcy Practice Department.
Mr. Aaron is licensed to practice law in the State of New Jersey, the
United States District Court for the District of New Jersey and the United
States District Court for the Eastern District of New York. Mr. Aaron also
is licensed to practice before the United States Court of Claims. Mr.
Aaron presently serves as the city attorney for the City of Long Branch,
as redevelopment counsel for the City of Asbury Park and is a member of
the Monmouth County and New Jersey State Bar Associations. Mr. Aaron
formerly served on the Advisory Board of the Jersey Shore Bank and has
represented Colonial First National Bank, Midlantic/Merchants National
Bank, Commerce Bank, Fidelity Union Bank and Monmouth County National
Bank. Mr. Aaron received his B.A. degree from Dickinson College in
Carlisle, Pennsylvania and his J.D degree from New York University School
of Law. Mr. Aaron resides in West Long Branch, New Jersey. Mr. Aaron has
served as a member of the Boards of Directors of Central Jersey Bancorp
and its bank subsidiary, Monmouth Community Bank, since their inception.
Mr. Aaron also has served as a member of the Board of Directors of Central
Jersey Bancorp's other bank subsidiary, Allaire Community Bank, since the
consummation of the Combination of Allaire Community Bank and Central
Jersey Bancorp on January 1, 2005.
Nicholas A. Alexander is a retired partner of KPMG LLP. Mr.
Alexander's career with KPMG spanned a total of 35 years. He is a
certified public accountant in the State of New Jersey, a member of The
American Institute of Certified Public Accountants, and a member of the
New Jersey State Society of Certified Public Accountants. Mr. Alexander
received his undergraduate degree in accounting from King's College. Mr.
Alexander resides in Rumson, New Jersey. Mr. Alexander has served as a
member of the Boards of Directors of Central Jersey Bancorp and its bank
subsidiary, Monmouth Community Bank, since their inception. Mr. Alexander
also has served as a member of the Board of Directors of Central Jersey
Bancorp's other bank subsidiary, Allaire Community Bank, since the
consummation of the Combination of Allaire Community Bank and Central
Jersey Bancorp on January 1, 2005.
12
John A. Brockriede is a local businessman who has owned and
participated in various businesses in the Long Branch area for over 40
years. His business holdings include ownership and operation of
restaurants, apartment buildings ,an automobile agency, shopping centers,
and commercial office space. Mr. Brockriede also has over twenty-five
years of banking experience, having been one of the founders of Jersey
Shore Bank. Mr. Brockriede also served as a director of Jersey Shore Bank
and its successor banks, National State Bank and Constellation Bancorp.
Mr. Brockriede is a member of the Board of Trustees of Monmouth Medical
Center and the Board of Directors of the Juvenile Diabetes Research
Foundation. Mr. Brockriede resides in Long Branch, New Jersey and serves
as a Commissioner of the Long Branch Sewerage Authority. Mr. Brockriede
has served as a member of the Boards of Directors of Central Jersey
Bancorp and its bank subsidiary, Monmouth Community Bank, since their
inception, and served as the Vice-Chairman of such Boards until December
31, 2004. Mr. Brockriede also has served as a member of the Board of
Directors of Central Jersey Bancorp's other bank subsidiary, Allaire
Community Bank, since the consummation of the Combination of Allaire
Community Bank and Central Jersey Bancorp on January 1, 2005.
George S. Callas has served as Chairman of the Board of Central
Jersey Bancorp and its bank subsidiaries, Monmouth Community Bank and
Allaire Community Bank, since January 1, 2005. Prior to the consummation
of the Combination of Central Jersey Bancorp and Allaire Community Bank on
January 1, 2005, he served as the Chairman of the Board of Allaire
Community Bank. Mr. Callas is a retired businessman, governmental official
and educator and has owned, operated and participated in various
businesses for over 40 years, including restaurants, nursing homes, real
estate and wireless television stations. He assisted in the organization
of Allaire State Bank, located in Wall Township, New Jersey, and served as
the Vice Chairman of the Board of Directors and Vice President of such
bank. Mr. Callas served as a member of the Board of Directors of National
Community Bank of New Jersey. Mr. Callas also served in the Department of
Community Affairs of the State of New Jersey and as the former Business
Administrator of the City of New Brunswick and the Township of Jackson,
former Director of the Monmouth County Employment and Training Agency,
former Executive Director of the New Jersey State Senate, and former head
of the Business Advocacy Division of the New Jersey Department of Commerce
and Economic Development. Mr. Callas was also an educator of science, math
and high school history, a college admission counselor and a college
instructor in economics, political science and public administration. Mr.
Callas was involved in many civic groups throughout his career. He resides
in Brielle, New Jersey.
Carl F. Chirico has served as the Vice-Chairman of the Board of
Central Jersey Bancorp and its bank subsidiaries, Monmouth Community Bank
and Allaire Community Bank, since January 1, 2005. Prior to the
consummation of the Combination of Central Jersey Bancorp and Allaire
13
Community Bank on January 1, 2005, he served as the President and Chief
Executive Officer and as a director of Allaire Community Bank since its
inception. Mr. Chirico has over forty years of banking experience. From
1993 through 1996, he served as the Southern Regional President of the
Bank of New York (N.J.) National Community Division. In 1966, Mr. Chirico
joined National Community Bank of N.J., and served in various capacities
with such organization through 1993, including Branch Manger, Commercial
Credit Officer, Regional Administrator and as First Senior Vice President
and Senior Zone Officer for Central and Southern, New Jersey. He is the
Treasurer of the Dr. Joseph Clayton Scholarship Fund and is a member of
The 200 Club of Monmouth County. Mr. Chirico is a former member of the
Monmouth/Ocean Development Council, the Hamilton Economic Development
Council, the Old Bridge Development Council and the Spring Lake Rotary
Club. He also previously served as a Director and Chairman of the Monmouth
County Private Industry Council and as a member of the Board of Directors
of the American Heart Association, Monmouth County Division. Mr. Chirico
graduated from the Consumer School of Banking at the University of
Virginia in 1979. Mr. Chirico resides in Toms River, New Jersey.
M. Claire French currently serves as the Monmouth County Clerk and
served as the former Vice Chairman of the State Local Finance Board from
1996 to 2002. Mrs. French presided over the Monmouth County Improvement
Authority from 1986 to 1996 and served as the Mayor of Wall Township or as
Committee Woman thereof from 1979 to 1986. She is a member of the Meridian
Hospital System where she serves as Chair of the Government and Community
Relations Committee. She is active in many of the Chambers of Commerce
located in Ocean and Monmouth Counties, New Jersey, and is Treasurer of
the Route 34 Business Group. Mrs. French served on both the Wall Township
and Monmouth County Planning Boards and was President of her State
Association of Constitutional Officials. She was a charter member of the
Wall Township Foundation for Educational Excellence and was a former
Regional Director for Monmouth Community Bank, N.A. of New York. Mrs.
French and her husband Robert own French Contracting Company and reside in
Wall Township. Mrs. French has served as a member of the Boards of
Directors of Central Jersey Bancorp and its bank subsidiaries, Monmouth
Community Bank and Allaire Community Bank, since January 1, 2005. Prior to
the consummation of the Combination of Central Jersey Bancorp and Allaire
Community Bank on January 1, 2005, she served as a member of the Board of
Directors of Allaire Community Bank since 1997.
William H. Jewett has been the President of Ecumenical Capital,
Brielle, New Jersey since 1995. He was C.F.O. of the Synod of the
Mid-Atlantics and the Synod Foundation for fourteen years (1978 to 1992),
Treasurer of the New Jersey Council of Churches for twelve years (1978 to
1990), and Chairman of Development for the Classis of New Brunswick for
six years (1971 to 1977). He is a past President of Synod of the
Mid-Atlantics, the Classis of New Brunswick and the Shore Area Council of
Churches. He was
14
elected Chaplain of the New Jersey State Senate for three terms, and
served as Chairman of the Juvenile Conference Committee of the Domestic
Relations Court of Monmouth County. He is a life member of the Association
of Individual Investors, and is active in Rotary International. Reverend
Jewett resides in Brielle, New Jersey. Reverend Jewett earned his M.B.A.
at the Wharton School of Finance and Commerce, University of Pennsylvania
and his Master of Divinity at New Brunswick Theological Seminary
(Rutgers). Mr. Jewett has served as a member of the Boards of Directors of
Central Jersey Bancorp and its bank subsidiaries, Monmouth Community Bank
and Allaire Community Bank, since January 1, 2005. Prior to the
consummation of the Combination of Central Jersey Bancorp and Allaire
Community Bank on January 1, 2005, he served as the Vice Chairman of the
Board of Directors of Allaire Community Bank.
Paul A. Larson, Jr. is the President of Larson Ford-Suzuki,
Lakewood, New Jersey and past Chairman of the New Jersey Coalition of
Automotive Retailers. He is the past President of the Ocean County Auto
Dealers Associations, the past President and Director of Shore Area YMCA,
a former member of the Summit Bank Advisory Board, and President of the
New Jersey Employers Association. He also served as Treasurer, Secretary
and Membership Chairman at Manasquan River Golf Club and Secretary for the
Haystack Club. Mr. Larson has volunteered much of his time as: a member of
the Wall Township Board of Adjustment; a Vice President of Shelter Inc.;
the SME Chairman for the Thunderbird District of the Monmouth County Boy
Scouts; a member of the Lakewood Athletic Foundation, a Vice President of
the Wall Foundation for Educational Excellence and the Treasurer of the
Wall Township Football Club. He earned his degree in Business
Administration from Northwood University, Michigan. Mr. Larson resides in
Wall Township, New Jersey. He has served as a member of the Boards of
Directors of Central Jersey Bancorp and its bank subsidiaries, Monmouth
Community Bank and Allaire Community Bank, since January 1, 2005. Prior to
the consummation of the Combination of Central Jersey Bancorp and Allaire
Community Bank on January 1, 2005, he served as a member of the Board of
Directors of Allaire Community Bank since its inception.
John F. McCann is retired from a 29-year career in the securities
industry, most recently with Salomon Smith Barney where he served in
various capacities including Group President and Senior Executive Vice
President. Mr. McCann is a former member of the Boards of Directors of the
financial services firms of Shearson American Express and Robinson
Humphrey. Mr. McCann resides in Rumson, New Jersey. Mr. McCann has served
as a member of the Boards of Directors of Central Jersey Bancorp and its
bank subsidiary, Monmouth Community Bank, since their inception. Mr.
McCann also has served as a member of the Board of Directors of Central
Jersey Bancorp's other bank subsidiary, Allaire Community Bank, since the
consummation of the Combination of Allaire Community Bank and Central
Jersey Bancorp on January 1, 2005.
15
Mark G. Solow is a co-founder of GarMark Advisors, L.L.C., a firm
which manages funds for mezzanine investments in connection with leveraged
buyouts, corporate recapitalizations and growth financings. Prior to the
formation of GarMark Advisors, L.L.C., Mr. Solow was a Senior Executive
Vice President at Chemical Bank and a member of its Management Committee.
At Chemical Bank, Mr. Solow was in charge of global investment banking and
corporate and multinational banking in North America, Western Europe and
Asia-Pacific. In addition, he was Senior Credit Officer for the United
States, Canada, Western Europe and Asia. Mr. Solow received his B.S. and
M.B.A. degrees from Bowling Green University. Mr. Solow resides in Red
Bank, New Jersey. Mr. Solow has served as a member of the Boards of
Directors of Central Jersey Bancorp and its bank subsidiary, Monmouth
Community Bank, since their inception. Mr. Solow also has served as a
member of the Board of Directors of Central Jersey Bancorp's other bank
subsidiary, Allaire Community Bank, since the consummation of the
Combination of Allaire Community Bank and Central Jersey Bancorp on
January 1, 2005.
James S. Vaccaro has served the President and Chief Executive
Officer and a member of the Boards of Directors of Central Jersey Bancorp
and its bank subsidiaries, Monmouth Community Bank and Allaire Community
Bank, since January 1, 2005. Prior to the consummation of the Combination
of Central Jersey Bancorp and Allaire Community Bank on January 1, 2005,
he served as Chairman of the Board of Monmouth Community Bancorp (the
predecessor of Central Jersey Bancorp) and Monmouth Community Bank since
their inception. He also served as the Chief Executive Officer of Monmouth
Community Bank since April 3, 2000 and the Chief Executive Officer of
Monmouth Community Bancorp since its inception. Mr. Vaccaro served in
various management capacities in the health care field from 1995 through
2000. Mr. Vaccaro has significant experience in the banking industry. He
was a member of the Board of Directors, Executive Vice President and Chief
Financial Officer of The Central Jersey Bank & Trust Co., and, prior to
his affiliation with The Central Jersey Bank & Trust Co., was a Manager of
the Asset Services Division of Citibank, N.A. Mr. Vaccaro serves as Vice
Chair of the Board of Trustees of Monmouth Medical Center, is a member of
the Board of Trustees of Monmouth Medical Center Foundation; is Vice
Chairman of the Business Council of Monmouth University; is a member of
the Board of Trustees of VNA of Central Jersey Community Services, Inc.;
is a member of the Board of Directors of the New Jersey Repertory Company;
is a member of the Advisory Council of Interfaith Neighbors and is a
member of Monmouth Council of Boy Scouts Endowment Advisory Board. Mr.
Vaccaro received his B.A. degree from Ursinus College and an advanced
degree from Harvard Graduate School of Business. Mr. Vaccaro resides in
West Allenhurst, New Jersey.
Robert S. Vuono has served as the Senior Executive Vice President,
Chief Operating Officer and Secretary and member of the Boards of
Directors
16
of Central Jersey Bancorp and its bank subsidiaries, Monmouth Community
Bank and Allaire Community Bank, since January 1, 2005. Prior to the
consummation of the Combination of Central Jersey Bancorp and Allaire
Community Bank on January 1, 2005, he served as the Senior Executive Vice
President, Chief Operating Officer, Chief Financial Officer and Secretary
of Allaire Community Bank. Mr. Vuono has been the Chief Financial Officer
and Secretary of Allaire Community Bank since its inception and was
appointed Senior Executive Vice President and Chief Operating Officer in
June 2004. He also served as a member of the Board of Directors of Allaire
Community Bank since August 2002. Prior to his employment with Allaire
Community Bank, Mr. Vuono had been the Executive Vice President of
Colonial State Bank, in Freehold, New Jersey (February 1989 to May 1996),
and Vice President of Central Jersey Bank & Trust Co., in Freehold
Township, New Jersey (January 1974 to January 1989). Mr. Vuono resides in
Wall Township, New Jersey.
Meetings and Committees of the Board of Directors
The Board of Directors of Central Jersey Bancorp conducts business through
regularly scheduled meetings of the Board and through its committees, including
an Executive Committee, an Audit Committee, a Nominating Committee and a
Compensation Committee. The Board of Directors for 2004 consisted of: James G.
Aaron, Esq., Mark R. Aikins, Esq., Nicholas A. Alexander, C.P.A., John A.
Brockriede, Richard O. Lindsey, John F. McCann, Harold M. Miller, Jr., Carmen M.
Penta, Mark G. Solow and James J. Vaccaro. During 2004, the Board held 13
regularly-scheduled meetings, with the ten directors of Central Jersey Bancorp
serving on the Board in 2004 attending at least 75% of the meetings held.
Central Jersey Bancorp also encourages all of its directors to attend the Annual
Meeting and typically schedules a Board meeting immediately preceding or after
the Annual Meeting. Last year, all of the directors of Central Jersey Bancorp
attended the Annual Meeting and the preceding Board meeting.
On January 1, 2005, as a result of the Combination of Central Jersey
Bancorp and Allaire Community Bank (the "Combination"), the following persons
were elected to the Board of Directors of Central Jersey Bancorp: James G.
Aaron, Esq., Nicholas A. Alexander, C.P.A., John A. Brockriede, George S.
Callas, Carl F. Chirico, M. Claire French, William H. Jewett, Paul A. Larson,
Jr., John F. McCann, Mark G. Solow, James S. Vaccaro and Robert S. Vuono. Each
of the directors elected to the Board on January 1, 2005, are currently nominees
for director.
Executive Committee
The Executive Committee of the Board of Directors, which consisted of
directors James G. Aaron, Nicholas A. Alexander, C.P.A., John A. Brockriede,
Richard O. Lindsey, John F. McCann and James S. Vaccaro met 12 times during
2004, with all members attending at least 83% of the meetings held. On January
1, 2005, as a result of the Combination, the Executive Committee was
restructured. This new Executive Committee consists of George S. Callas, James
G. Aaron, Esq., Nicholas A. Alexander, C.P.A., John A. Brockriede, Carl F.
Chirico, M. Claire French, William H. Jewett, Paul A. Larson, John F. McCann,
Mark G. Solow, James. S.
17
Vaccaro and Robert S. Vuono, and meets as is necessary. All significant actions
of the Executive Committee must be ratified by the Board of Directors.
Prior to the Combination, the Executive Committee served as Central Jersey
Bancorp's Compensation Committee and, in that capacity, recommended to the Board
of Directors annual salary levels for senior officers and staff. Mr. Vaccaro and
Mr. Lindsey did not participate in discussions or recommendations regarding
their own annual salary levels as officers of Central Jersey Bancorp and its
bank subsidiary, Monmouth Community Bank, while serving as members of the
Executive Committee during 2004. The Executive Committee met in its capacity as
the Compensation Committee 2 times during the year 2004. Subsequent to the
Combination, a new Compensation Committee was formed as described below.
Nominating Committee
On January 1, 2005, the effective date of the Combination, Central Jersey
Bancorp formed a Nominating Committee. The Nominating Committee of the Board of
Directors is comprised of directors James G. Aaron, Esq., John A. Brockriede,
George S. Callas, William H. Jewett, Paul A. Larson, Jr. and Mark G. Solow.
George S. Callas is the Chairman of the Nominating Committee and John A.
Brockriede is the Vice Chair of the Nominating Committee. The Nominating
Committee is responsible for recommending nominees for election as directors
based upon the performance criteria established by the Nominating Committee, and
may recommend a successor to a key senior management position when a position is
vacant. In addition, the Nominating Committee anticipates developing a
management succession policy that specifies key senior management positions and
qualified potential replacements. The Nominating Committee will commence
functioning with respect to the selection of director nominees for the 2006
annual meeting of shareholders.
Compensation Committee
On January 1, 2005, the effective date of the Combination, Central Jersey
Bancorp formed a Compensation Committee. The Compensation Committee of the Board
of Directors is comprised of directors James G. Aaron, Esq., John A. Brockriede,
George S. Callas, William H. Jewett, Paul A. Larson, Jr. and Mark G. Solow. Paul
A. Larson, Jr. is the Chairman of the Compensation Committee and Mark G. Solow
is the Vice Chair of the Compensation Committee. The Compensation Committee is
responsible for determining whether the Company's compensation and benefits
packages are suitable and do not provide excessive benefits or result in
material financial loss to Central Jersey Bancorp. The Compensation Committee is
also responsible for approving or recommending to the Board compensation
packages and plans for senior management and directors. These compensation
packages include salaries, bonuses, vacations, termination benefits,
profit-sharing plans, contributions to employee pension plans, stock option and
stock purchase plans, indemnification agreements and employment/change of
control contracts. When reviewing the proposed compensation packages, the
Compensation Committee will consider: (1) the combined value of all cash and
noncash benefits provided to the individual or individuals; (2) the compensation
history of the individual or individuals as compared to other individuals with
comparable expertise at Central Jersey Bancorp; (3) the financial condition of
Central Jersey Bancorp; (4) comparable compensation packages at similar
institutions based upon such factors as asset size, geographic location and the
18
services provided; (5) the projected total cost and benefit to Central Jersey
Bancorp for post employment benefits; and (6) any connection between the
individual and any fraudulent act or omission, breach of trust of fiduciary duty
or insider abuse with regard to Central Jersey Bancorp. Since it was formed, the
Compensation Committee has met 2 times.
Audit Committee
For the year ended December 31, 2004, the Audit Committee of the Board of
Directors of Central Jersey Bancorp consisted of directors Nicholas A.
Alexander, C.P.A., Mark R. Aikins, Esq., Carmen M. Penta, C.P.A. and Mark G.
Solow. Each member of the Audit Committee qualified as an independent director
in accordance with the rules of NASDAQ and the rules and regulations of the
Securities and Exchange Commission. In addition, the Board has determined that
Nicholas Alexander is both independent and qualifies as a financial expert by
Securities and Exchange Commission rules. The Audit Committee is responsible for
developing and monitoring the audit and loan review programs of Monmouth
Community Bank and Allaire Community Bank. The Audit Committee recommends the
loan review consultant to the Board, selects the outside auditor and meets with
the Board to discuss the results of the annual audit and quarterly loan reviews
and any related matters. The Audit Committee also receives and reviews the
reports and findings and any other information presented to members of the Audit
Committee by the officers of Central Jersey Bancorp and its bank subsidiaries
regarding financial reporting policies and practices. The Audit Committee met 4
times during the year 2004, with all members attending at least 75% of the
meetings held.
On January 1, 2005, as a result of the Combination, the Audit Committee
was restructured to include the following members: Nicholas A. Alexander,
C.P.A., George S. Callas, William H. Jewett and John F. McCann.
19
Report of the Audit Committee of the Board of Directors
Notwithstanding anything to the contrary set forth in any of Central
Jersey Bancorp's previous or future filings under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, that might incorporate this
Proxy Statement, in whole or in part, the following report shall not be deemed
to be incorporated by reference into any such filing.
Audit Committee Charter
The Audit Committee developed an Audit Committee Charter (the "Charter")
in consultation with Central Jersey Bancorp's accounting and finance department,
its internal auditor and Central Jersey Bancorp's independent public
accountants. The Board adopted the Charter on January 24, 2002. On November 20,
2003, the Board amended and restated the Charter.
Review of Audited Financial Statements for the year ended December 31,
2004
The Audit Committee, as in place for 2004, has reviewed and discussed with
Central Jersey Bancorp's management the audited financial statements of Central
Jersey Bancorp for the year ended December 31, 2004. The Audit Committee has
discussed with KPMG LLP, Central Jersey Bancorp's independent public
accountants, those matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).
The Audit Committee has also received the written disclosures and the
letter from KPMG LLP required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees), and the Audit Committee has
discussed the independence of KPMG LLP with that firm.
Based on the Audit Committee's review and discussions noted above, the
Audit Committee recommended to the Board that Central Jersey Bancorp's audited
financial statements for the year ended December 31, 2004 be included in its
Annual Report on Form 10-KSB for the year ended December 31, 2004 and that such
Form 10-KSB be filed with the Securities and Exchange Commission.
Submitted by: Nicholas A. Alexander, C.P.A.
Mark R. Aikins, Esq.
Carmen M. Penta, C.P.A.
Mark G. Solow
20
Principal Accounting Fees and Services
Audit Fees
Central Jersey Bancorp paid a total of $142,000 in 2004 and $68,500 in
2003 to KPMG LLP for audit services, which included work related to the annual
audit and quarterly reviews rendered in 2004 and 2003, respectively. It should
be noted that of the fees incurred in 2004, $75,000 were attributable to
services provided by KPMG LLP in connection with the Combination.
Audit Related Fees
There were no fees associated with audit related services.
Tax Fees
Central Jersey Bancorp paid a total of $30,200 in 2004 and $14,800 in 2003
to KPMG LLP for income tax consultation, including income tax compliance, tax
advice and tax planning.
All Other Fees
The Audit Committee has considered whether the non-audit services provided
by KPMG LLP, including services rendered in connection with income tax
consultation, were compatible with maintaining its independence and has
determined that the nature and substance of the limited non-audit services did
not impair the status of KPMG LLP as Central Jersey Bancorp's independent
auditors. None of the engagements of KPMG LLP, which were pre-approved by the
Audit Committee, made use of the de minimis exception to pre-approval contained
in the rules of the Securities and Exchange Commission which permit limited
engagements for non-audit services involving amounts under a specified
threshold.
21
EXECUTIVE OFFICERS
The name, age, current position and biographical information of each
executive officer of Central Jersey Bancorp is set forth below:
Name and Address Age Capacities in Which Served
- ---------------- --- --------------------------
George W. Callas 72 Chairman of the Board
Carl F. Chirico 64 Vice Chairman of the Board
James S. Vaccaro 48 President and Chief Executive Officer
Robert S. Vuono 55 Senior Executive Vice President, Chief
Operating Officer and Secretary
Richard O. Lindsey 65 Executive Vice President and Chief Lending
Officer
Anthony Giordano, III 39 Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Biographical Information
For the biographical information for George W. Callas, Carl F. Chirico,
James S. Vaccaro and Robert S. Vuono, see "ELECTION OF DIRECTORS - Board of
Directors."
Richard O. Lindsey has been employed in the banking industry for
over 35 years and has served as Executive Vice President and Chief Lending
Officer of Central Jersey Bancorp and its bank subsidiaries, Monmouth
Community Bank and Allaire Community Bank, since January 1, 2005. He also
currently serves as a member of the Boards of Directors of Monmouth
Community Bank and Allaire Community Bank. Prior to the consummation of
the Combination of Central Jersey Bancorp and Allaire Community Bank on
January 1, 2005, he served as the President and a member of the Boards of
Directors of Monmouth Community Bancorp (the predecessor of Central Jersey
Bancorp) since its inception. Mr. Lindsey also served as Chief Executive
Officer of Monmouth Community Bank from April 1, 1997 to March 31, 2000.
From March, 1995 to March, 1997, he was Vice President and Senior Lending
Officer for First DeWitt Bank. From January, 1991 to February, 1995, Mr.
Lindsey was employed by The Central Jersey Bank & Trust Co. as Executive
Vice President and Senior Lending Officer. From April, 1988 to December,
1990, he served as President and Chief Executive Officer of Covenant Bank
for Savings. Prior to his position with Covenant
22
Bank for Savings, Mr. Lindsey served in various positions at other New
Jersey banks. Mr. Lindsey is currently serving on the Board of the United
Methodist Homes of New Jersey; as Chairman of the New Beginnings Learning
Center; as a trustee of the Methodist Hospital Foundation; as a member of
the Methodist Hospital Division Committee of Thomas Jefferson University
Hospitals, Inc.; and as a member of the Advisory Board of the Haddonfield
Symphony Society. He is a past member of the Monmouth University Real
Estate Institute and is the former Chairman of the Commercial Lending
Committee of the New Jersey Bankers Association. Mr. Lindsey is a graduate
of Gettysburg College from which he received a B.A. degree in economics.
He resides in Barrington, New Jersey.
Anthony Giordano, III has served as the Executive Vice President,
Chief Financial Officer and Treasurer and Assistant Secretary of Central
Jersey Bancorp, and its bank subsidiaries, Monmouth Community Bank and
Allaire Community Bank, since January 1, 2005. Prior to the consummation
of the Combination of Central Jersey Bancorp and Allaire Community Bank on
January 1, 2005, he served as an Executive Vice President and the Chief
Financial Officer and Treasurer and Secretary of Monmouth Community
Bancorp (the predecessor of Central Jersey Bancorp) and Monmouth Community
Bank since May 1998. Mr. Giordano has 17 years of financial analysis and
accounting experience in the banking industry. Prior to joining Monmouth
Community Bank, Mr. Giordano was employed by PNC Bank (formerly Midlantic
Bank), where he served as Real Estate Banking Officer from 1996 to 1998
and Senior Accountant/Financial Analyst from 1994 to 1996. From 1988 to
1994, Mr. Giordano served in various positions at Shadow Lawn Savings
Bank, including Budget and Financial Planning Manager and Financial
Analyst. Mr. Giordano received a Masters of Business Administration from
Monmouth University in 1992 and a Bachelor of Science degree in finance
from Kean University in 1987. Mr. Giordano graduated from the Real Estate
Institute at Monmouth University in 2000. Mr. Giordano has served on the
Long Branch City Council since 1994.
23
Executive Compensation
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to Central Jersey Bancorp
and Monmouth Community Bank for the years ended December 31, 2004, 2003 and 2002
of the Chief Executive Officer and each other executive officer whose total
annual salary and bonus for the year ended December 31, 2004 exceeded $100,000
(the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
----------------------------------- -------------------------------------
Awards Payouts
----------------------- -----------
Other Restricted Securities
Annual Stock Underlying All Other
Compensa- Award(s) Options LTIP Compensa-
Name and Position Year Salary ($) Bonus ($) tion ($) ($) (#)(1)(2) Payouts ($) tion ($)(3)
- ----------------- ---- ---------- --------- --------- ---------- ---------- ----------- -----------
James S. Vaccaro 2004 $ 229,077 $50,000 $ -- $ -- -- $ -- $6,150
President and 2003 199,192 20,000 -- -- 31,500 -- 6,000
Chief Executive 2002 170,000 20,000 -- -- 6,300 -- 5,700
Officer
Richard O. Lindsey 2004 $ 127,800 $ 9,000 $14,987(4) $ -- -- $ -- $4,554
Executive Vice 2003 114,785 7,500 14,904(4) -- 10,710 -- 4,312
President and Chief 2002 110,000 7,500 14,830(4) -- 3,150 -- 4,113
Lending Officer
Kevin W. Hunt 2004 $ 105,816 $ 8,000 $ -- $ -- -- $ -- $3,414
Executive Vice 2003 99,852 6,500 -- -- 9,450 -- --
President and Senior 2002 94,396 6,500 -- -- 3,150 -- --
Lending Officer
Anthony Giordano, III 2004 $ 98,773 $15,000 $ -- $ -- -- $ -- $3,413
Executive Vice 2003 93,079 6,500 -- -- 9,450 -- 2,987
President, Chief 2002 84,125 6,500 -- -- 3,150 -- 2,719
Financial Officer,
Treasurer and
Assistant Secretary
- ----------
(1) Represents shares of Common Stock underlying options granted under the
Central Jersey Bancorp Stock Option Plan.
(2) The number of shares have been adjusted, as appropriate, to account for
the 5% stock distributions made to the shareholders of Central Jersey
Bancorp on December 31, 2003, 2002 and 2001, respectively, and the 6 for 5
stock split effected as of July 15, 2004.
(3) Represents amounts contributed by Monmouth Community Bank pursuant to its
401(k) plan.
(4) Represents amounts received in transportation allowances and healthcare
benefits.
Agreements with Officers
Pursuant to a severance agreement entered into on January 1, 2005 by
Central Jersey Bancorp and Carl F. Chirico, the Vice-Chairman of the Board of
Central Jersey Bancorp, Mr. Chirico will receive a cash payment of $322,765.72
upon the termination of Mr. Chirico's employment with Central Jersey Bancorp for
any reason, including death, disability or retirement, or Mr. Chirico's election
to become a part-time employee of Central Jersey Bancorp. Such amount will be
paid in annual installments not to exceed $100,000. The severance
24
agreement also provides that, upon the termination of Mr. Chirico's full-time
status as an employee of Central Jersey Bancorp, Central Jersey Bancorp will
provide health care coverage for Mr. Chirico and his spouse to the same extent
as it does for its full-time employees for the remainder of their lives. If Mr.
Chirico and his spouse are not eligible for the health plans offered to
employees of Central Jersey Bancorp due to the termination of Mr. Chirico's
full-time status as an employee of Central Jersey Bancorp, Central Jersey
Bancorp will obtain health care coverage for Mr. Chirico and his spouse with
benefits that are equal to those provided Central Jersey Bancorp's full-time
employees at such time, at the same cost to Mr. Chirico as if he was a full-time
employee of Central Jersey Bancorp; provided, that at no time shall the health
care benefits to be provided to Mr. Chirico and his spouse be less than the
health care benefits in place at January 1, 2005.
Robert S. Vuono, Senior, Executive Vice President, Chief Operating Officer
and Secretary of Central Jersey Bancorp, and Robert K. Wallace, Executive Vice
President of Lending of Central Jersey Bancorp, entered into on January 1, 2005
separate change of control agreements with Central Jersey Bancorp which grant
each of these officers certain benefits if their employment relationship with
Central Jersey Bancorp terminates prior to June 30, 2006 and certain other
rights in the event of a change in control of Central Jersey Bancorp. Under
their respective agreements, if, prior to June 30, 2006, the officer's
employment is terminated by Central Jersey Bancorp or the officer voluntarily
terminates his employment with Central Jersey Bancorp, the officer will be
entitled to receive severance for the number of months equal to the difference
of (1) eighteen months and (2) the number of whole months the officer was
employed following the date of his agreement with Central Jersey Bancorp;
provided, however, that in no event shall the officer be entitled to less than
12 months of severance. As defined in their respective agreements, severance
means the officer's monthly salary and benefits at the time his employment
relationship with Central Jersey Bancorp terminates, including life insurance,
family health insurance and the value of contributions that would have been made
by Central Jersey Bancorp to his 401(k) account during the severance period. In
addition, in the event of a change of control of Central Jersey Bancorp (as such
term is defined in the change of control agreements), if Messrs. Vuono and
Wallace are not offered comparable employment by Central Jersey Bancorp's
successor for at least the same compensation and benefits and in close proximity
to their current homes, pursuant to a written employment contract with a term of
18 months, they will be entitled to 18 months of severance. The right of either
officer to receive this severance is conditioned upon such officer's continued
employment and assistance during the transition period until the change in
control transaction is complete. If the agreement between the officer and
Central Jersey Bancorp's successor is terminated without cause by the successor
or by the officer for any reason within 18 months of the change in control, the
officer's severance will be reduced by the amount of months that the officer
actually worked for the successor, but shall not be reduced to less than 12
months of severance.
Stock Option Plan
On August 1, 2000, the Central Jersey Bancorp Stock Option Plan (the
"Stock Option Plan") was placed into effect. Pursuant to the Stock Option Plan,
options to purchase up to 694,574 shares of Central Jersey Bancorp Common Stock
may be granted to employees and directors of Central Jersey Bancorp or Monmouth
Community Bank who are in a position to make significant contributions to the
success of Central Jersey Bancorp or Monmouth
25
Community Bank. As of December 31, 2004, options to purchase 388,784 shares of
Central Jersey Bancorp's Common Stock were outstanding under the Stock Option
Plan. The total number of options that may be issued under the Stock Option Plan
has been adjusted to account for the 5% stock distributions made to the
shareholders of Central Jersey Bancorp on December 31, 2003, 2002, 2001 and 2000
and the 6 for 5 stock split effected as of July 15, 2004. As a result of the
Combination, all outstanding options vested. If the 2005 Equity Incentive Plan
is approved by the shareholders of Central Jersey Bancorp at the Annual Meeting
and thereafter placed into effect, no additional option grants will be made
under the Stock Option Plan.
Securities Authorized for Issuance under Equity Compensation Plans
The number of stock options outstanding under our Stock Option Plan, the
weighted-average exercise price of outstanding options, and the number of
securities remaining available for issuance, as of December 31, 2004, were as
follows:
EQUITY COMPENSATION PLAN TABLE
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
warrants and rights (2) warrants and rights column (a)) (3)
Plan category (a) (b) (c)
- ---------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
security holders (1) 388,784(4) $13.68 305,790
Equity compensation plans not
approved by security holders -- -- --
Total 388,784(4) $13.68 305,790
- ----------
(1) Central Jersey Bancorp currently has no equity compensation plans other
than the Stock Option Plan described herein. In the event the shareholders
of Central Jersey Bancorp approve the 2005 Equity Incentive Plan at the
Annual Meeting, Central Jersey Bancorp plans to place such plan into
effect.
(2) The shares have been adjusted, as appropriate, to account for the 5% stock
distributions made to the shareholders of Central Jersey Bancorp on
December 31, 2003, 2002, 2001 and 2000, respectively and the 6 for 5 stock
split effected as of July 15, 2004.
(3) The total number of shares available pursuant to the Stock Option Plan has
been adjusted to account for the 5% stock distributions made to the
shareholders of Central Jersey Bancorp on December 31, 2003, 2002, 2001
and 2000 and the Combination and the 6 for 5 stock split effected as of
July 15, 2004.
(4) As of January 1, 2005, all options vested as a result of the Combination.
26
Option Grants in the Last Fiscal Year
There were no grants of stock options during the year ended December 31,
2004 to the Named Executive Officers.
Year End Option Values
The following table provides certain information with respect to options
to purchase Common Stock held by the Named Executive Officers at December 31,
2004.
Number of Shares of Common Stock
Underlying Unexercised Options at Value of Unexercised In-the-Money
December 31, 2004 (1)(2) Options at December 31, 2004 ($)(3)
----------------------------------- -----------------------------------
Name Exercisable Unexercisable(4) Exercisable Unexercisable(4)
- --------------------- --------------- ---------------- --------------- ----------------
James S. Vaccaro 31,861 33,720 $732,856 $589,664
Richard O. Lindsey 26,648 12,212 $676,219 $218,165
Kevin W. Hunt 16,345 10,398 $400,863 $181,818
Anthony Giordano, III 13,940 10,052 $334,593 $172,651
- ----------
(1) The stock options contained in this table have been adjusted, as
appropriate, to account for the 5% stock distributions made to the
shareholders of Central Jersey Bancorp on December 31, 2003, 2002, 2001
and 2000, respectively, and the 6 for 5 stock split effected as of July
15, 2004.
(2) Includes both non-qualified and incentive stock options available for
grant under the Stock Option Plan.
(3) Based on a per share market price of $34.05 at December 31, 2004.
(4) As of January 1, 2005, all options vested as a result of the Combination.
Directors' Compensation
Commencing April 1, 2001, Central Jersey Bancorp implemented a policy of
compensating directors for their attendance at meetings of the Board ($200 per
meeting) and committee members for their participation at committee meetings
($100 per meeting). Effective May 1, 2003, the compensation for directors for
their attendance at meetings of the Board was increased to $500 per meeting and
the compensation for committee members for their participation at committee
meetings was increased to $250 per meeting. On February 28, 2004, each outside
director (i.e., all directors serving on the Board at such time other than James
S. Vaccaro and Richard O. Lindsey) was granted nonqualified options to purchase
6,000 shares of Common Stock at a purchase price of $27.50 per share, which was
equal to the last trading price of the Common Stock on the NASDAQ SmallCap
Market on the date of grant of the non-qualified options. As of January 1, 2005,
all of these options vested as a result of the Combination.
Certain Relationships and Related Party Transactions
It is anticipated that certain directors of Central Jersey Bancorp, and
the businesses and organizations with which they are associated, may have
banking and non-banking transactions
27
with Monmouth Community Bank and Allaire Community Bank in the ordinary course
of business. Officers, directors and employees of Monmouth Community Bank and
Allaire Community Bank also may have banking transactions with Monmouth
Community Bank and Allaire Community Bank. The terms and conditions of any loan
or commitment to loan, and of any other transaction, will be in accordance with
applicable laws and on substantially the same terms as those prevailing at the
time for comparable transactions with other persons or organizations with
similar creditworthiness.
To alleviate the need for additional conference rooms at Monmouth
Community Bank's Long Branch location, Monmouth Community Bank leases
conference, office and storage space at 6 West End Court, Long Branch, New
Jersey. The landlord of the space leased at 6 West End Court is MCB Associates,
L.L.C. The following directors of Central Jersey Bancorp and/or its bank
subsidiaries have an interest in MCB Associates, L.L.C.: James G. Aaron, Esq.,
Nicholas A. Alexander, C.P.A., John A. Brockriede, Richard O. Lindsey, John F.
McCann, Carmen M. Penta, C.P.A., Mark G. Solow and James S. Vaccaro. The
negotiations with respect to the leased conference, office and storage space at
6 West End Court were conducted at arms-length and the lease amount to be paid
by Monmouth Community Bank was determined by an independent appraiser to be at
fair market value. In 2004 and 2003, Central Jersey Bancorp paid lease costs of
$26,500 and $24,000, respectively, in connection with its lease arrangement with
MCB Associates, L.L.C.
In 2004, Monmouth Community Bank's lending staff, from time to time,
retained the services of the law firm of Ansell, Zaro, Grimm & Aaron, P.C., of
which James G. Aaron, Esq., a director of Central Jersey Bancorp and its bank
subsidiaries, is a shareholder.
In 2004 and 2003, Central Jersey Bancorp purchased from Elite Forms, Inc.
certain business forms and other related products for an aggregate purchase
price of $41,776.83 and $39,296.68, respectively. Elite Forms, Inc. is owned by
Ken and Barbara LePosa, the father and mother-in-law of Anthony Giordano, III,
Executive Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary of Central Jersey Bancorp. The purchases were made on an arms-length
basis by the purchasing officer of Monmouth Community Bank who is responsible
for ensuring that products purchased by Monmouth Community Bank are made on the
best available terms and rates.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Central Jersey Bancorp's
executive officers and directors, and persons who own more than ten percent of a
registered class of Central Jersey Bancorp's equity securities, to file reports
of ownership and changes of ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission. Executive officers, directors and greater than ten
percent shareholders are required by Securities and Exchange Commission
regulation to furnish Central Jersey Bancorp with copies of all Forms 3, 4 and 5
they file.
In connection with the grant of non-qualified stock options by Central
Jersey Bancorp to its outside directors on February 28, 2004, directors James G.
Aaron, Esq., Mark R. Aikins, Esq., Nicholas A. Alexander, C.P.A., John A.
Brockriede, John F McCann, Harold M. Miller, Jr., Carmen M. Penta, C.P.A., and
Mark G. Solow were each required to report the receipt of such
28
grant by filing a Form 4, "Statement of Changes in Beneficial Ownership of
Securities," with the Securities and Exchange Commission. Each of these
directors filed the Form 4 a few days after the Form 4 was required to be filed.
Other than the aforementioned Forms 4, Central Jersey Bancorp believes that all
other filings required to be made by its executive officers and directors
pursuant to Section 16(a) of the Exchange Act have been filed within the time
periods prescribed.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
The Board has adopted a formal process to be followed for those
shareholders who wish to communicate directly with the Board or any individual
director of Central Jersey Bancorp. A shareholder can contact the Board, or any
individual director, by sending a written communication to: Central Jersey
Bancorp, Board of Directors, c/o Chairman of the Board, 627 Second Avenue, Long
Branch, New Jersey 07740. A shareholder's letter should also indicate that he or
she is a shareholder of Central Jersey Bancorp. The Chairman shall either (1)
distribute such communication to the Board, or a member or members thereof, as
appropriate, depending upon the facts and circumstances described in the
communication received; or (2) determine that the communication should not be
forwarded to the Board because, in his or her judgment, (a) the communication is
primarily commercial in nature and relates to Central Jersey Bancorp's ordinary
business or relates to a topic that is improper or not relevant to the Board; or
(b) Central Jersey Bancorp's management can adequately handle the shareholder
inquiry or request, in which case the inquiry or request will be forwarded to
the appropriate individual. If a shareholder communication is addressed to one
or more members of the Board, but not the entire Board, the Chairman shall
notify any member of the Board to whom such communication was not addressed that
such communication was received and shall provide a copy of such communication
upon request.
At each Board meeting, the Chairman shall present a summary of all
communications received since the last Board meeting which were not forwarded to
the Board, as well as the basis for the determination by the Chairman as to why
the communications were not forwarded to the Board, and shall make those
communications available upon request.
SHAREHOLDER PROPOSALS AND NOMINEES FOR DIRECTOR
Shareholder proposals for presentation at Central Jersey Bancorp's next
annual meeting of shareholders must be received by Central Jersey Bancorp at its
principal executive offices for inclusion in its proxy statement and form of
proxy relating to that meeting no later than December 31, 2005. Central Jersey
Bancorp's By-laws contain certain procedures which must be followed in
connection with shareholder proposals.
The Nominating Committee will also consider nominees for director
suggested by shareholders of Central Jersey Bancorp applying the same criteria
for nominees described under "Election of Directors - Nomination Process" and
considering the additional information required below. A shareholder's
nominee(s) for director for consideration by the Nominating Committee must be
received by Central Jersey Bancorp at its principal executive offices no later
than December 31, 2005 and must be accompanied by the following information: (1)
the name and contact information for the nominee; (2) a statement of the
nominee's business experience
29
and educational background; (3) a detailed description describing any
relationship between the nominee and the proposing shareholder; (4) a statement
by the shareholder explaining why he or she believes that the nominee is
qualified to serve on the Board and how his or her service would benefit Central
Jersey Bancorp; and (5) a statement that the nominee is willing to be considered
and willing to serve as a director of Central Jersey Bancorp if nominated and
elected. The Board retains complete discretion for making nominations for
election as a member of the Board.
ANNUAL REPORT
The annual report to shareholders for the year ended December 31, 2004
accompanies this Proxy Statement. KPMG LLP has audited the financial statements
for the year ended December 31, 2004, which statements are contained in the
annual report to shareholders. Such annual report, including the audited
financial statements contained therein, is not incorporated in this Proxy
Statement and is not to be deemed a part of the proxy soliciting material.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Selection of the independent public accountants for Central Jersey Bancorp
is made by the Audit Committee of the Board of Directors. KPMG LLP was Central
Jersey Bancorp's independent public accountants for the year ended December 31,
2004. The Audit Committee has selected KPMG LLP to serve as Central Jersey
Bancorp's independent public accountants for the year ended December 31, 2005.
A representative of KPMG LLP will be present at the Annual Meeting and
will have an opportunity to make a statement if the representative desires to do
so. Said representative will also be available to respond to appropriate
questions from shareholders of Central Jersey Bancorp.
30
PROPOSAL TO ADOPT THE CENTRAL JERSEY BANCORP 2005 EQUITY
INCENTIVE PLAN
Introduction
The Board of Directors has approved and adopted, subject to approval and
ratification by Central Jersey Bancorp's shareholders, the 2005 Equity Incentive
Plan. Central Jersey Bancorp's 2005 Equity Incentive Plan is designed to
encourage and enable employees and directors of Central Jersey Bancorp to
acquire or increase their holdings of Common Stock and other proprietary
interests in Central Jersey Bancorp. It is intended to promote these
individual's interests in the company thereby enhancing the efficiency,
soundness, profitability, growth and shareholder value of Central Jersey
Bancorp.
Under the 2005 Equity Incentive Plan, incentive and nonqualified stock
options may be granted to eligible employees and/or employee-directors and
nonqualified stock options may be granted to eligible non-employee directors. In
addition, pursuant to the 2005 Equity Incentive Plan, participants may be
eligible to receive, under certain conditions, stock appreciation rights in the
form of related stock appreciation rights and freestanding stock appreciation
rights, restricted awards in the form of restricted stock awards and restricted
stock units, performance awards in the form of performance share awards and
performance unit awards, phantom stock awards and dividend equivalent awards.
No awards have been awarded under the 2005 Equity Incentive Plan nor will
any awards be awarded under the 2005 Equity Incentive Plan unless and until the
shareholders of Central Jersey Bancorp approve the 2005 Equity Incentive Plan.
The terms of the 2005 Equity Incentive Plan are complex and it is
accordingly recommended that shareholders thoroughly read the following
description of the 2005 Equity Incentive Plan which describes certain of the
provisions of the 2005 Equity Incentive Plan in greater detail. On written
request, Central Jersey Bancorp will provide without charge to each record or
beneficial holder of Central Jersey Bancorp's Common Stock, a copy of the
Central Jersey Bancorp 2005 Equity Incentive Plan. Requests should be addressed
to Mr. James S. Vaccaro, President and Chief Executive Officer, Central Jersey
Bancorp, 627 Second Avenue, Long Branch, New Jersey 07740.
Administration of the 2005 Equity Incentive Plan
The 2005 Equity Incentive Plan will be administered by the Board of
Directors of Central Jersey Bancorp or its Compensation Committee (hereinafter
referred to as the "Administrator"). Under the 2005 Equity Incentive Plan, the
Administrator is authorized to:
o determine all matters relating to awards, including selection of
individuals to be granted awards, the types of awards, the number of
shares of Common Stock, if any, subject to an award, and all terms,
conditions, restrictions and limitations of an award;
o prescribe the form or forms of award agreements evidencing any
awards granted under the 2005 Equity Incentive Plan;
31
o establish, amend and rescind rules and regulations for the
administration of the 2005 Equity Incentive Plan;
o construe and interpret the 2005 Equity Incentive Plan and any awards
and award agreements made under the 2005 Equity Incentive Plan;
o interpret rules and regulations for administering the 2005 Equity
Incentive Plan; and
o make all other determinations deemed necessary or advisable for
administering the 2005 Equity Incentive Plan.
Effective Date of the 2005 Equity Incentive Plan
Pending approval of the 2005 Equity Incentive Plan by the shareholders,
the effective date of the 2005 Equity Incentive Plan will be May 26, 2005. All
eligible participants may receive awards under the 2005 Equity Incentive Plan
for ten years minus one day from the date of shareholder approval.
Shares of Common Stock Available under the 2005 Equity Incentive Plan
400,000 shares of Common Stock have been reserved for issuance under the
2005 Equity Incentive Plan, including shares reserved for issuance relating to
incentive stock options. The 400,000 shares of Common Stock available under the
2005 Equity Incentive Plan will not be reduced by:
o dividends, including dividends paid in shares, or dividend
equivalents paid in cash in connection with outstanding awards;
o awards which by their terms are settled in cash rather than the
issuance of shares;
o any shares subject to an award under the 2005 Equity Incentive Plan
which award is forfeited, cancelled or terminated, expires or lapses
for any reason; and
o any shares surrendered by a participant or withheld by Central
Jersey Bancorp to pay the option price or purchase price for an
award or shares or used to satisfy any tax withholding requirement
in connection with the exercise, vesting or earning of an award if,
in accordance with the terms of the 2005 Equity Incentive Plan, a
participant pays such purchase price or satisfies such tax
withholding by either tendering previously owned shares or having
Central Jersey Bancorp withhold shares.
Any change in the outstanding shares of Central Jersey Bancorp's Common
Stock because of a merger, reorganization, stock split or any other event
affecting the Common Stock shall result in a corresponding adjustment to the
shares of Common Stock reserved for issuance under the 2005 Equity Incentive
Plan.
32
Awards Available Under the 2005 Equity Incentive Plan:
Stock Options:
- --------------
The Administrator may grant either incentive stock options or nonqualified
stock options. Only employees of the Company may be granted incentive stock
options. The exercise price of each stock option shall be equal to the "fair
market value" (as defined below) of the Common Stock on the date the award is
granted to the participant; provided, however, that:
o in the Administrator's discretion, the exercise price of a
nonqualified stock option may be less than the fair market
value of the Common Stock on the date of grant, but not less
than 85% of the fair market value of the Common Stock;
o with respect to a participant who owns more than 10% of the
total combined voting power of all classes of stock of Central
Jersey Bancorp, the option price of an incentive stock option
granted to such participant shall not be less than 110% of the
fair market value of the Common Stock on the date the award is
granted; and
o in no event shall the option price per share of a stock option
be less than the par value per share of the Common Stock.
For purposes of the exercise price of a stock option, "fair market value"
shall mean the closing sales price per share of the Common Stock as reported on
the last trading date immediately preceding the date the stock option is granted
on the New York Stock Exchange or the American Stock Exchange, or, if not so
listed, the closing sales price (or the closing bid, if no sales were reported)
of the Common Stock as quoted on the Nasdaq National Market or Nasdaq SmallCap
Market of the Nasdaq Stock Market, or, if not reported on the Nasdaq Stock
Market, as determined by the Administrator based on such valuation measures or
other factors as it deems appropriate. The term of each stock option granted to
a participant pursuant to an award shall be determined by the Administrator;
provided, however, that in no case shall a stock option be exercisable more than
10 years (5 years in the case of an incentive stock option granted to a 10%
shareholder) from the date of the award.
Generally, an employee may only exercise a stock option while an employee
of Central Jersey Bancorp; provided, however, that or if the employee's
employment is terminated because of disability or death, the stock option may be
exercised up to one year after the employee's employment terminates, but only to
the extent exercisable on the employee's termination date. The Administrator may
in its sole discretion accelerate the date for exercising all or any part of the
deceased or disabled employee's stock options which were not otherwise
exercisable on the termination date. In the event of a participant's death, his
or her stock options shall be exercisable by such person or persons as shall
have acquired the right to exercise the stock options by will or by the laws of
intestate succession.
Unless the Administrator determines otherwise, if the employment of the
Participant is terminated for any reason, other than disability, death or for
"cause" (as such term is defined and used in the 2005 Equity Incentive Plan) his
or her stock options may be exercised for up to three
33
months after the termination of his or her employment to the extent exercisable
on his or her termination date, except that the Administrator may in its sole
discretion accelerate the date for exercising all or any part of the stock
options which were not otherwise exercisable on the termination date. If the
employment of a participant is terminated for "cause," his or her stock options
shall lapse and no longer be exercisable.
In no event shall there first become exercisable by an employee in any one
calendar year incentive stock options with respect to shares having an aggregate
fair market value (as determined at the time the incentive stock options are
granted) greater than $100,000. To the extent that any incentive stock options
are first exercisable by an employee in excess of such limitation, the excess
shall be considered nonqualified stock options.
Each non-employee director is eligible for the grant of nonqualified
options. All nonqualified options granted to non-employee directors will have a
per share exercise price equal to 100% of the fair market value of a share of
Common Stock on the date the nonqualified stock option is granted.
Unless the Administrator determines otherwise, a stock option granted to a
non-employee director at the time of grant may be exercised only to the extent
exercisable on the date his or her directorship terminated and must be exercised
within six months following the termination of his or her directorship (or such
other period stated in the award agreement).
Except as may be permitted by the Administrator in accordance with
applicable laws, stock options granted under the 2005 Equity Incentive Plan
shall not be transferable other than by will or the laws of intestate
succession.
Stock Appreciation Rights:
- --------------------------
A stock appreciation right ("SAR") is an award entitling the recipient to
receive payment, in cash and/or shares of Common Stock, determined in whole or
in part by reference to appreciation in the value of a share or shares of Common
Stock from the date the SAR is granted to the date it is exercised. The base
price per share of a SAR shall be no less than 100% of the fair market value of
a share of Common Stock on the date the SAR is granted. A SAR granted in tandem
with a stock option will be exercisable only at such times and to the extent
that the related stock option is exercisable (a related SAR). A related SAR
granted in tandem with an incentive stock option may be exercised only when the
fair market value of the shares of Common Stock subject to the incentive stock
option exceeds the exercise price of the incentive stock option, and the SAR may
be for no more than 100% of the difference between the exercise price of the
underlying incentive stock option and the fair market value of the Common Stock
subject to the underlying incentive stock option at the time the SAR is
exercised. At the option of the Administrator, upon exercise, a SAR may be
settled in cash, Common Stock or a combination of both.
A related SAR may be granted either concurrently with the grant of a stock
option or, if the option is a nonqualified stock option, at any time thereafter
prior to the complete exercise, termination, expiration or cancellation of such
stock option. The base price of these related SAR shall be equal to the option
price of the stock option. Related SARs shall be exercisable only at
34
the time and to the extent that the stock option to which it relates is
exercisable and may be subject to such additional limitations on exercisability
as the Administrator may provide in the award agreement, and in no event after
the complete termination or full exercise of the stock option.
A SAR may also be granted without relationship to a stock option (a
freestanding SAR) and, in such case, will be exercisable upon such terms and
subject to such conditions as may be determined by the Administrator, subject to
the terms of the 2005 Equity Incentive Plan.
Each participant's award agreement shall set forth the extent to which the
participant shall have the right to exercise a SAR following termination of the
participant's employment or service with Central Jersey Bancorp. Notwithstanding
the foregoing, the Administrator in its sole discretion may limit, in any
manner, the amount payable with respect to a SAR. SARs shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession, and may be exercised during the participant's
lifetime only by him or her or by his or her guardian or legal representative.
Restricted Awards:
- ------------------
Subject to the limitations of the 2005 Equity Incentive Plan, the
Administrator may, in its sole discretion, grant restricted awards to such
eligible employees or directors in such numbers, upon such terms and at such
times as the Administrator shall determine. Such restricted awards may be in the
form of restricted stock awards and/or restricted stock units that are subject
to certain conditions, which conditions must be met in order for the restricted
award to vest and be earned (in whole or in part) and no longer subject to
forfeiture. Restricted stock awards shall be payable in shares of Common Stock.
Restricted stock units shall be payable in cash or whole shares of Common Stock,
or partly in cash and partly in whole shares of Common Stock, in accordance with
the terms of the 2005 Equity Incentive Plan and the sole discretion of the
Administrator. The Administrator shall determine the nature, length and starting
date of the period, if any, during which a Restricted Award may be earned (the
restriction period), and shall determine the conditions which must be met in
order for a restricted award to be granted or to vest or be earned (in whole or
in part), which conditions may include, but are not limited to, payment of a
stipulated purchase price, attainment of performance objectives, continued
service or employment for a certain period of time (or a combination of
attainment of performance objectives and continued service), retirement,
displacement, disability, death, or any combination of such conditions.
Notwithstanding the foregoing, restricted awards that vest based solely on
continued service or the passage of time shall be subject to a minimum
restriction period of one year except in the case of:
o restricted awards assumed or substituted in connection with mergers,
acquisitions or other business transactions;
o restricted awards granted in connection with the recruitment or
hiring of a participant; and/or
35
o restricted awards granted pursuant to any incentive compensation or
bonus program established by Central Jersey Bancorp.
If the employment or service of a participant shall be terminated for any
reason and all or any part of a restricted award has not vested or been earned
pursuant to the terms of the 2005 Equity Incentive Plan and the individual
award, such award, to the extent not then vested or earned, shall be forfeited
immediately upon such termination and the participant shall have no further
rights with respect thereto. The Administrator shall have sole discretion to
determine whether a participant shall have dividend rights, voting rights or
other rights as a shareholder with respect to shares of Common Stock subject to
a restricted award which has not yet vested or been earned.
Performance Awards:
- -------------------
Subject to the terms of the 2005 Equity Incentive Plan, the Administrator
may in its sole discretion grant performance awards to such eligible individuals
upon such terms and conditions and at such times as the Administrator shall
determine. Performance awards may be in the form of performance shares and/or
performance units. An award of performance shares is a grant of a right to
receive shares of Common Stock, the cash value thereof, or a combination thereof
(in the Administrator's sole discretion), which is contingent upon the
achievement of performance or other objectives during a specified period and
which has a value on the date of grant equal to the fair market value of the
shares of Common Stock covered by the performance award. The Administrator shall
determine the nature, length and starting date of the period during which a
performance award may be earned (the performance period), and shall determine
the conditions which must be met in order for a performance award to be granted,
vest or be earned (in whole or in part), which conditions may include but are
not limited to specified performance objectives, continued service or employment
for a certain period of time, or a combination of such conditions.
If the employment or service of a participant shall terminate for any
reason and the participant has not earned all or part of a performance award
pursuant to the terms of the 2005 Equity Incentive Plan and individual award,
such award, to the extent not then earned, shall be forfeited immediately upon
such termination and the participant shall have no further rights with respect
thereto.
Performance awards that have not been earned shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession, and the recipient of a performance award shall
not sell, transfer, assign, pledge or otherwise encumber any shares subject to
the award until the performance period has expired and until the conditions to
earning the award have been met.
Phantom Stock Awards:
- ---------------------
Subject to the terms of the 2005 Equity Incentive Plan, the Administrator
may in its sole discretion grant phantom stock awards to such eligible
individuals, in such numbers, upon such terms and at such times as the
Administrator shall determine. A phantom stock award is an
36
award to a participant of a number of hypothetical share units with respect to
shares of Common Stock, with a value based on the fair market value of the
shares of Common Stock.
The Administrator shall have sole authority to determine whether and to
what degree phantom stock awards have vested and are payable and to interpret
the terms and conditions of phantom stock awards. If the employment or service
of a participant shall be terminated for any reason and all or any part of a
phantom stock award has not vested and become payable pursuant to the terms of
the 2005 Equity Incentive Plan and the individual award, such award, to the
extent not then vested or earned, shall be forfeited immediately upon such
termination and the participant shall have no further rights with respect
thereto.
Upon vesting of all or a part of a phantom stock award and satisfaction of
such other terms and conditions as may be established by the Administrator, the
participant shall be entitled to a payment of an amount equal to fair market
value of the shares of Common Stock with respect to each such phantom stock
award which has vested. Payment may be made, in the discretion of the
Administrator, in cash or in shares of Common Stock valued at their fair market
value on the applicable vesting date or dates (or other date or dates determined
by the Administrator), or in a combination thereof. The Administrator may,
however, establish a limitation on the amount payable in respect of each share
of phantom stock. Payment may be made in a lump sum or upon such terms as may be
established by the Administrator.
Unless the Administrator determines otherwise, (1) phantom stock awards
that have not vested shall not be transferable (including by sale, assignment,
pledge or hypothecation) other than by will or the laws of intestate succession,
(2) phantom stock awards may be exercised during the participant's lifetime only
by him or her or by his or her guardian or legal representative, and (3) shares
of Common Stock (if any) subject to a phantom stock award may not be sold,
transferred, assigned, pledged or otherwise encumbered until the phantom stock
award has vested and all other conditions established by the Administrator have
been met.
Dividends and Dividend Equivalents:
- -----------------------------------
The Administrator may, in its sole discretion, provide that awards granted
under the 2005 Equity Incentive Plan earn dividends or dividend equivalents.
Such dividends or dividend equivalents may be paid currently or may be credited
to a participant's account. Any crediting of dividends or dividend equivalents
may be subject to such restrictions and conditions as the Administrator may
establish, including reinvestment in additional shares of Common Stock or share
equivalents.
Limitations on Granting of Awards
No participant shall be awarded, whether by the grant of stock options,
performance awards and/or restricted awards, more than 100,000 shares of Common
Stock (which includes the right to receive such shares) and/or SARs related
thereto in any one calendar year.
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Amendment and Termination of the 2005 Equity Incentive Plan
The 2005 Equity Incentive Plan may be amended, altered and/or terminated
at any time by the Board; provided, however, that: (1) approval of an amendment
to the 2005 Equity Incentive Plan by the shareholders of Central Jersey Bancorp
shall be required to the extent, if any, that shareholder approval of such
amendment is required by applicable law, rule or regulation; and (2) with the
minor exception set forth below, the option price for any outstanding stock
option or base price of any outstanding SAR may not be decreased after the date
of grant, nor may any outstanding option or SAR be surrendered to Central Jersey
Bancorp as consideration for the grant of a new stock option or SAR with a lower
option price or base price than the original stock option or SAR, as the case
may be, without shareholder approval of any such action.
The Administrator may amend, alter or terminate any award granted under
the 2005 Equity Incentive Plan, prospectively or retroactively, but such
amendment, alteration or termination of an award shall not, without the consent
of the recipient of an outstanding award, materially adversely affect the rights
of the recipient with respect to the award.
Change in Control
All stock options and SARs outstanding as of the date of a change in
control shall become fully exercisable, whether or not then otherwise
exercisable. Any restrictions, including but not limited to the restriction
period, performance period, performance criteria and/or vesting conditions
applicable to any restricted award, performance award and/or phantom stock
award, shall be deemed to have been met, and such awards shall become fully
vested, earned and payable to the fullest extent of the original grant of the
applicable award.
Notwithstanding the foregoing, in the event of a merger, share exchange,
reorganization, sale of all or substantially all of the assets of Central Jersey
Bancorp or other similar transaction or event affecting Central Jersey Bancorp
or its shareholders, the Administrator may, in its sole and absolute discretion,
determine that any or all awards granted pursuant to the 2005 Equity Incentive
Plan shall not vest or become exercisable on an accelerated basis, if Central
Jersey Bancorp or the surviving or acquiring corporation, as the case may be,
shall have taken such action, including but not limited to the assumption of
awards granted under the 2005 Equity Incentive Plan or the grant of substitute
awards (in either case, with substantially similar terms or equivalent economic
benefits as awards granted under the 2005 Equity Incentive Plan), as the
Administrator determines to be equitable or appropriate to protect the rights
and interests of participants under the 2005 Equity Incentive Plan. If the
Compensation Committee is acting as the Administrator authorized to make the
determinations provided for above, such determination must also be approved by
the Board prior to such determination being placed into effect.
Unfunded 2005 Equity Incentive Plan
The 2005 Equity Incentive Plan shall be unfunded, and Central Jersey
Bancorp shall not be required to create a trust or segregate any assets that may
at any time be represented by awards under the 2005 Equity Incentive Plan. The
2005 Equity Incentive Plan shall not establish any fiduciary relationship
between Central Jersey Bancorp and any participant or other person.
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Neither a participant nor any other person shall, by reason of the 2005 Equity
Incentive Plan, acquire any right in or title to any assets, funds or property
of Central Jersey Bancorp, including, without limitation, any specific funds,
assets or other property which Central Jersey Bancorp may set aside in
anticipation of a liability under the 2005 Equity Incentive Plan. A participant
shall have only a contractual right to the Common Stock or other amounts, if
any, payable under the 2005 Equity Incentive Plan, unsecured by any assets of
Central Jersey Bancorp. Nothing contained in the 2005 Equity Incentive Plan
shall constitute a guarantee that the assets of such entities shall be
sufficient to pay any benefits to any person.
Compliance with Code Section 409A
Notwithstanding any other provision in the 2005 Equity Incentive Plan or
an award to the contrary, if and to the extent that Section 409A ("Section
409A") of the Internal Revenue Code of 1986, as amended (the "Code"), is deemed
to apply to the 2005 Equity Incentive Plan or any award granted under the 2005
Equity Incentive Plan, it is the general intention of Central Jersey Bancorp
that the 2005 Equity Incentive Plan and all such awards shall comply with
Section 409A, related regulations or other guidance, and the 2005 Equity
Incentive Plan and any such award shall, to the extent practicable, be construed
in accordance therewith. Deferrals of shares issuable pursuant to a stock
option, a SAR settled in shares of Common Stock, a restricted award or any other
award otherwise exempt from Section 409A in a manner that would cause Section
409A to apply shall not be permitted. Without in any way limiting the effect of
the foregoing, in the event that Section 409A, related regulations or other
guidance require that any special terms, provisions or conditions be included in
the 2005 Equity Incentive Plan or any award, then such terms, provisions and
conditions shall, to the extent practicable, be deemed to be made a part of the
2005 Equity Incentive Plan or award, as applicable. Further, in the event that
the 2005 Equity Incentive Plan or any award shall be deemed not to comply with
Section 409A or any related regulations or other guidance, then neither Central
Jersey Bancorp, the Administrator nor its or their designees or agents shall be
liable to any participant or other person for actions, decisions or
determinations made in good faith.
Federal Income Tax Consequences
Stock Options: The grant of an incentive stock option or a nonqualified
stock option does not result in income for the grantee or in a deduction for
Central Jersey Bancorp.
The exercise of a nonqualified stock option results in ordinary income for
the grantee and a business deduction for Central Jersey Bancorp measured by the
difference between the option's exercise price and the fair market value of the
shares of Common Stock received at the time of exercise; provided, however, that
Central Jersey Bancorp will not be able to deduct compensation to a Named
Executive Officer of Central Jersey Bancorp to the extent such compensation
exceeds $1 million in any tax year unless such compensation qualifies as
performance-based compensation under Section 162(m) of the Code and the
regulations related thereto. If Central Jersey Bancorp is required to withhold
income taxes in connection with the exercise of a nonqualified stock option, the
Administrator may, in its discretion, permit such withholding obligation to be
satisfied by the delivery of shares of Common Stock held by the grantee or to be
delivered to the grantee upon exercise of the stock option.
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The exercise of an incentive stock option does not result in income for
the grantee or in a business deduction for Central Jersey Bancorp; provided,
that the employee does not dispose of the shares of Common Stock acquired upon
exercise within two years after the date of grant of the option and one year
after the transfer of the shares of Common Stock upon exercise, and provided
that, the employee is employed by Central Jersey Bancorp or a subsidiary of
Central Jersey Bancorp from the date of grant until three months before the date
of exercise. If these requirements are met, the employee's basis in the shares
of Common Stock would be the exercise price. Any gain related to the subsequent
disposition of shares of Common Stock will be taxed to the employee as a
long-term capital gain and Central Jersey Bancorp will not be entitled to any
deduction. The excess of the fair market value of the Common Stock on the date
of exercise over the exercise price is an item of tax preference for the
employee, potentially subject to the alternative minimum tax.
If an employee should dispose of the shares of Common Stock acquired
pursuant to the exercise of an incentive stock option prior to the expiration of
either of the designated holding periods, the employee recognizes ordinary
income and Central Jersey Bancorp is entitled to a business deduction in an
amount equal to the lesser of the fair market value of the shares of Common
Stock on the date of exercise minus the stock option exercise price or the
amount realized on disposition of the shares of Common Stock minus the stock
option exercise price. Any gain in excess of the ordinary income recognized by
the employee is taxable as long-term or short-term capital gain, depending on
the holding period. If a stock option, intended to be an incentive stock option,
does not satisfy all of the requirements of an incentive stock option pursuant
to Section 422 of the Code when granted, the employee recognizes ordinary income
upon exercise of the option and Central Jersey Bancorp is entitled to a business
deduction in an amount equal to the fair market value of the shares of Common
Stock on the exercise date minus the stock option exercise price. Income tax
withholding would be required. In the event a stock option intended to be an
incentive stock option does not qualify as such when granted to or exercised by
a Named Executive Officer, the $1 million per capita limitation on compensation
to the Named Executive Officer imposed by Section 162(m) of the Code will apply
unless such compensation qualifies as performance-based compensation under
162(m) of the Code and the regulations related thereto.
SARS: The grant of a SAR does not result in income for the grantee or in a
business deduction for Central Jersey Bancorp for federal income tax purposes.
Upon the exercise of a SAR, the grantee recognizes ordinary income and Central
Jersey Bancorp is entitled to a business deduction measured by the fair market
value of the shares of Common Stock and/or cash received; provided, however,
that, if the grantee is a Named Executive Officer, the $1 million per capita
limitation on compensation to the Named Executive Officer imposed by Section
162(m) of the Code will apply unless such compensation qualifies as
performance-based compensation under 162(m) of the Code and the regulations
related thereto. Income tax withholding would be required for employees of
Central Jersey Bancorp and its subsidiaries.
Restricted Awards: If the shares of Common Stock issued pursuant to a
restricted award are subject to restrictions resulting in a "substantial risk of
forfeiture" pursuant to the meaning of such term under Section 83 of the Code,
the restricted award does not result in income for the grantee or in a business
deduction for Central Jersey Bancorp for federal income tax purposes. If there
are no such restrictions, conditions, limitations or forfeiture provisions, the
grantee
40
recognizes ordinary income and Central Jersey Bancorp is entitled to a business
deduction upon receipt of the shares of Common Stock. Dividends paid to the
grantee while the Common Stock remained subject to any restrictions would be
treated as compensation for federal income tax purposes. At the time the
restrictions lapse, the grantee receives ordinary income and Central Jersey
Bancorp is entitled to a business deduction, subject to the $1 million deduction
limitation under Section 162(m) of the Code, measured by the fair market value
of the shares of Common Stock at the time of lapse. Income tax withholding would
be required for employees of Central Jersey Bancorp and its subsidiaries.
Other Stock Based Awards: Any employee of the Company or any of its
subsidiaries who receives shares of Common Stock as bonus compensation or in
lieu of the employee's cash compensation shall recognize ordinary income, and
the Company shall be entitled to a business deduction, subject to the $1 million
deduction limitation under Section 162(m), measured by the fair market value of
the shares of Common Stock issued to the employee.
Vote Required
Approval by the Company's shareholders of the proposal to approve and
adopt the 2005 Equity Incentive Plan requires the affirmative vote of a majority
of the votes cast at the Annual Meeting by the holders of shares of Common Stock
present in person or represented by proxy.
The Board of Directors recommends a vote "FOR" the proposal to approve and
adopt the 2005 Equity Incentive Plan.
41
OTHER MATTERS
It is not expected that any matter not referred to herein will be
presented for action at the Annual Meeting. If any other matters are properly
brought before the Annual Meeting, the persons named in the proxies or
authorized substitutes will have discretion to vote on such matters and on
matters incident to the conduct of the Annual Meeting in accordance with their
best judgment.
ANNUAL REPORT ON FORM 10-KSB
On written request, Central Jersey Bancorp will provide without charge to
each record or beneficial holder of the Central Jersey Bancorp's Common Stock, a
copy of Central Jersey Bancorp's Annual Report on Form 10-KSB for the year ended
December 31, 2004, as filed with the Securities and Exchange Commission.
Requests should be addressed to Mr. James S. Vaccaro, President and Chief
Executive Officer, Central Jersey Bancorp, 627 Second Avenue, Long Branch, New
Jersey 07740. It should be noted that a copy of the Annual Report on Form 10-KSB
is included with the annual report to shareholders which accompanies this Proxy
Statement.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEIR PROXIES
WITHOUT DELAY TO THE REGISTRAR AND TRANSFER COMPANY IN THE SELF ADDRESSED,
POSTAGE PREPAID ENVELOPE ENCLOSED HEREWITH. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED. THANK YOU.
By Order of the Board of Directors
/s/ Robert S. Vuono
Robert S. Vuono
Secretary
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[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTRAL JERSEY BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 2005
The undersigned, a shareholder of CENTRAL JERSEY BANCORP, hereby constitutes and
appoints JAMES S. VACCARO and CARL F. CHIRICO, and each of them, as proxies of
the undersigned with full power of substitution, for and in the name, place and
stead of the undersigned, to attend the Annual Meeting of Shareholders of said
Central Jersey Bancorp called and to be held at Branches, 123 Monmouth Road
(Route 71), West Long Branch, New Jersey, on Thursday, May 26, 2005 at 10:00
a.m. (the "Annual Meeting") and any adjournment or postponement thereof, and
thereat to vote as designated hereon the number of shares the undersigned would
be entitled to vote and with all powers the undersigned would possess if
personally present.
With- For All
For hold Except
1. To elect the following nominees for director of [_] [_] [_]
Central Jersey Bancorp who will serve until the
next annual meeting of shareholders and until
their successors have been elected and qualify
(vote on all):
James G. Aaron, Nicholas A. Alexander, John A. Brockriede,
George S. Callas, Carl F. Chirico, M. Claire French,
William H. Jewett, Paul A. Larson, Jr., John F. McCann,
Mark G. Solow, James S. Vaccaro and Robert S. Vuono
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.
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For Against Abstain
2. To consider and vote upon a proposal to approve [_] [_] [_]
and adopt the Central Jersey Bancorp 2005 Equity
Incentive Plan as described in the Proxy Statement
delivered herewith.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN A MANNER DIRECTED HEREIN BY
THE BELOW SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" EACH OF THE NOMINEES FOR DIRECTOR AND FOR ADOPTION OF THE CENTRAL JERSEY
BANCORP 2005 EQUITY INCENTIVE PLAN.
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Please be sure to sign and date | Date |
this Proxy in the box below. | |
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| |
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- -----------Shareholder sign above----------Co-holder (if any) sign above-------
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Detach above card, sign, date and mail in postage paid envelope provided.
CENTRAL JERSEY BANCORP
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PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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