Attachment A Pursuant
to Instruction 3 to
Item 10 of Schedule 14A
1996
BROAD NATIONAL BANCORPORATION
INCENTIVE STOCK OPTION PLAN
(Amended)
BROAD NATIONAL BANCORPORATION, a corporation organized
and existing under the laws of the State of New Jersey (the
"Company"), hereby formulates and adopts, subject to the approval
of the holders of a majority of the issued and outstanding shares
of common stock of the Company ("Broad National Common Stock")
voting in person or by proxy at a duly constituted meeting of the
stockholders of the Company, an incentive stock option plan for
certain key employees of the Company and its subsidiaries as
follows:
1. Purpose of Plan. The purpose of this 1996 Broad
National Bancorporation Incentive Stock Option Plan (the "Plan")
is to encourage certain employees of the Company and its
subsidiaries to participate in the ownership of the Company, and
to provide additional incentive for such employees to promote the
success of its business through sharing in the future growth of
such business.
2. Effectiveness of Plan. The provisions of this Plan
shall become effective on the date the Plan is adopted by the
Board of Directors of the Company (the "Board of Directors"),
subject to the requirement that the Plan is approved by the
holders of a majority of the shares of Broad National Common
Stock voting in person or by proxy at a duly constituted meeting
of the stockholders of the Company to be held within twelve (12)
months after the date on which the Plan is adopted by the Board
of Directors.
3. Administration. This Plan shall be administered by a
committee ("Committee") which shall be selected by the Board of
Directors and which shall be composed of not less than two (2)
nor more than five (5) members of the Board of Directors who are
not employees and who qualify as "Non-Employee Directors" within
the meaning of Securities and Exchange Commission Rule 16b-3(b)(3).
The Committee shall have full power and authority to
construe, interpret and administer the Plan, and may from time to
time adopt such rules and regulations for carrying out this Plan
as it may deem proper and in the best interests of the Company.
Subject to the terms, provisions and conditions of the Plan, the
Committee shall have exclusive authority (i) to select the
employees to whom options shall be granted, (ii) to determine the
number of shares subject to each option, (iii) to determine the
time or times when options will be granted, (iv) to determine the
option price of the shares subject to each option, (v) to
determine the time when each option may be exercised, (vi) to fix
such other provisions of each option agreement as the Committee
may deem necessary or desirable, consistent with the terms of
this Plan, and (vii) to determine all other questions relating to
the administration of this Plan. The interpretation and
construction of this Plan by the Committee shall be final,
conclusive and binding upon all persons.
4. Eligibility.
(a) Key employees--Options to purchase shares of Broad
National Common Stock shall be granted under this Plan only to
key employees of the Company or of any of its subsidiary
corporations, as that term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code"). Key
employees to whom options may be granted under this Plan will be
those employees selected by the Committee from time to time who,
in the sole discretion of the Committee, have made material
contributions in the past, or who are expected to make material
contributions in the future, to the successful performance of the
Company.
(b) Stock ownership limitation--No option shall be
granted under this Plan to any employee of the Company or of a
subsidiary corporation who, immediately before the option is
granted, owns (either directly or by application of the rules
contained in Section 424(d) of the Code) stock possessing more
than 10 percent of the total combined voting power of all classes
of stock of the Company or of any of its subsidiary corporations
unless at the time of such grant the option price is fixed at not
less than 110 percent of the fair market value of the stock
subject to the option, and the exercise of such option is
prohibited by its terms after the expiration of five (5) years
from the date such option is granted.
5. Shares Subject to the Plan. Options granted under this
Plan shall be granted solely with respect to shares of Broad
National Common Stock. Subject to any adjustments made pursuant
to the provisions of Section 12, the aggregate number of shares
of Broad National Common Stock which may be issued upon exercise
of the options which will be granted under this Plan shall not
exceed two hundred thousand (200,000) shares.
If any option granted under this Plan shall expire or
terminate for any reason without having been exercised in full,
such option shall expire as to the unpurchased shares, and the
unpurchased shares subject to such option shall be added to the
number of shares otherwise available for options which may be
granted in accordance with the terms of this Plan.
The shares to be delivered upon exercise of the options
granted under this Plan shall be made available, at the
discretion of the Board of Directors, from either the authorized
but unissued shares of Broad National Common Stock or any
treasury shares of Broad National Common Stock held by the
Company.
6. Option Agreement. Each option granted under this Plan
shall be evidenced by an incentive stock option agreement, which
shall be signed by an officer of the Company and by the employee
to whom the option is granted (the "optionee"). The terms of
said incentive stock option agreement shall be in accordance with
provisions as may be approved by the Committee. The granting of
an option under this Plan shall be deemed to occur on the date on
which the incentive stock option agreement evidencing such option
is executed by the Company. Each incentive stock option
agreement shall constitute a binding contract between the Company
and the optionee, and every optionee, upon the execution of an
incentive stock option agreement, shall be bound by the terms and
restrictions of this Plan and such incentive stock option
agreement.
7. Option Price. The price at which shares of Broad
National Common Stock may be purchased under an option granted
pursuant to this Plan shall be determined by the Committee, but
in no event shall the price be less than the greater of (a) the
par value thereof, or (b) 100 percent of the fair market value of
such shares on the date that the option is granted. The fair
market value of shares of Broad National Common Stock for
purposes of this Plan shall be determined by the Committee, in
its sole discretion, and the Committee may adopt such formulas as
in its opinion shall reflect the true fair market value of such
stock from time to time, and may rely on such independent advice
with respect to such fair market value as the Committee shall
deem appropriate.
8. Period and Exercise of Option.
(a) Period--Subject to the provisions of Section 10
hereof with respect to the death or termination of employment of
an optionee, the period during which each option granted under
this Plan may be exercised shall be fixed by the Committee at the
time such option is granted, provided that such period shall
expire no later than ten (10) years from the date on which the
option is granted. In the event the Company shall not be the
surviving corporation in any merger, consolidation, or
reorganization, or in the event of acquisition by another
corporation of all or substantially all of the assets of the
Company, every option outstanding hereunder may be assumed (with
appropriate changes) by the surviving, continuing, successor or
purchasing corporation, as the case may be, subject to any
applicable provisions of the Code or replaced with new options of
comparable value (in accordance with Section 424(a) of the Code).
In the event (i) that such surviving, continuing, successor or
purchasing corporation, as the case may be, does not assume or
replace the outstanding options hereunder, or (ii) of liquidation
or dissolution of the Company, the Committee may provide that
each optionee shall have the right, within a period commencing
not more than 30 days immediately prior to and ending on the day
immediately prior to such merger, consolidation, reorganization
or acquisition by another corporation of all or substantially all
of the assets of the Company or the liquidation or dissolution of
the Company, to exercise the optionee's outstanding options to
the extent of all or any part of the aggregate number of shares
subject to such option(s). In the event of a "Change of Control"
(as defined below) the Committee may accelerate the time at which
options granted under this Plan may be exercised by the optionee.
For purposes of this paragraph (a) "Change of Control" shall mean
a change in control of a nature that would be required to be
reported in response to item 6(e) of Schedule 14A of Regulation
14A (in effect on the date hereof) promulgated under the
Securities Exchange Act of 1934, as in effect on the date hereof;
provided, however, that, without limitation, such a Change of
Control shall be deemed to occur when either (i) a person (other
than a current stockholder, or a director nominated or selected
by the Board of Directors or an officer elected by the Board of
Directors) acquires beneficial ownership (as defined by
Securities and Exchange Commission Rule 13d-3) of 25 percent or
more of the combined voting power of the Company's voting
securities, or (ii) less than a majority of the directors are
persons who were either nominated or selected by the Board of
Directors.
(b) Exercise--Any option granted under this Plan may
be exercised by the optionee (or by a person acting under Section
10(b) below) only by (i) delivering to the Company written notice
of the number of shares with respect to which the optionee is
exercising his or her option right, (ii) paying in full the
option price of the purchased shares, and (iii) if the shares to
be purchased have not been registered under the applicable
securities laws and if necessary, in the opinion of counsel for
the Company to secure an exemption from such registration,
furnishing to the Company such representation or agreement in
writing signed by the optionee (or person) as shall be necessary
in the opinion of such counsel to secure such exemption. Subject
to the limitations of this Plan and the terms and conditions of
the respective incentive stock option agreement, each option
granted under this Plan shall be exercisable in whole or in part
at such time or times as the Committee may specify in such
incentive stock option agreement.
(c) Payment for shares--Payment for shares of Broad
National Common Stock purchased pursuant to an option granted
under this Plan may be made either in cash or in other shares of
Broad National Common Stock (such other shares of Broad National
Common Stock shall be valued for this purpose at 100 percent of
the fair market value (as defined in Section 7 hereof) of such
shares on the date that payment of the option price is made).
(d) Delivery of certificates--As soon as practicable
after receipt by the Company of the notice and representation
described in subsection (b), and of payment in full of the option
price for all of the shares being purchased pursuant to an option
granted under this Plan, a certificate or certificates
representing such shares of stock shall be registered in the name
of the optionee and shall be delivered to the optionee. However,
no certificate for fractional shares of stock shall be issued by
the Company notwithstanding any request therefor. Neither any
optionee, nor the legal representative, legatee or distributee of
any optionee, shall be deemed to be a holder of any shares of
stock subject to an option granted under this Plan unless and
until the certificate or certificates for such shares have been
issued. All stock certificates issued upon the exercise of any
options granted pursuant to this Plan may bear such legend as the
Committee shall deem appropriate regarding restrictions upon the
transfer or sale of the shares evidenced thereby.
(e) Limitations on exercise--Except as provided in
Section 10 hereof, no option granted under this Plan shall be
exercised unless the optionee is at the time of such exercise
employed by the Company or one of its subsidiary corporations and
shall have been so employed by the Company or one of its
subsidiary corporations at all times since the date on which such
option was granted.
9. Limitation on Incentive Stock Options Granted to
Individual Employees. The aggregate fair market value
(determined at the time the options are granted) of stock with
respect to which incentive stock options are exercisable for the
first time by any individual during any calendar year under this
Plan (and under any other plan or plans of such individual's
employer corporation and any parent or subsidiary corporation or
corporations) shall not exceed $100,000; provided, however, the
foregoing $100,000 limitation shall only apply to incentive stock
options and shall not limit the aggregate fair market value of
stock with respect to which all other options granted under the
Plan are exercisable for the first time by any individual during
any calendar year, and any options in excess of the $100,000
limitation shall be non-statutory stock options subject to all
other provisions of this Plan. The $100,000 limitation provided
by the preceding sentence shall be applied by taking options into
account in the order in which they are granted. For purposes of
this Plan, "incentive stock options" shall mean options that meet
the requirements of the Code.
10. Termination of Employment. If an optionee shall cease
to be employed by the Company or any of its subsidiary
corporations for any reason other than death, disability (as
defined herein), for cause (as defined herein) or on account of
voluntary termination, any option or unexercised portion thereof
granted to him under this Plan which is otherwise exercisable
shall terminate unless it is exercised within thirty (30) days of
the date on which such optionee ceases to be so employed, and in
any event no later than the expiration date of such option as
specified in the respective stock option agreement. Nothing in
this Plan or in any stock option agreement shall be construed as
an obligation on the part of the Company or any of its subsidiary
corporations to continue the employment of any employee.
(a) Termination Of Employment for Cause or On Account
of Voluntary Termination. If an optionee's employment by the
Company or by any of its subsidiary corporations should be
terminated for cause or if an optionee should voluntarily
terminate his employment with the Company or with any subsidiary
of the Company, any option or unexercised portion thereof granted
to him under this Plan shall immediately be terminated and
forfeited without any payment being due therefor from the Company
or any subsidiary thereof. For purposes of this paragraph (a),
the term "cause" shall mean, with respect to any optionee, (1)
cause as defined in the employment agreement with the Company or
any subsidiary thereof to which the optionee is a party or, if
none, (2) the occurrence of any of the following events:
(i) the willful and continued failure by such optionee
to substantially perform his duties with the Company or any
subsidiary thereof on a full-time basis (other than any such
failure resulting from total or partial incapacity due to
physical or mental illness) after a written demand for
substantial performance is delivered to such optionee by the
Board of Directors, which demand identifies the manner in
which the Board believes that he has not substantially
performed such duties;
(ii) the willful engaging by such optionee in conduct
which is significantly injurious to the Company or to any
subsidiary of the Company, monetarily or otherwise, after a
written demand for cessation of such conduct is delivered to
such individual by the Board of Directors, which demand
specifically identifies the manner in which the Board
believes that such individual has engaged in such conduct
and the injury to the Company or to any subsidiary of the
Company resulting therefrom;
(iii) the commission by such optionee of an act or
acts constituting a crime involving moral turpitude;
(iv) the breach by such optionee of one or more
covenants, if any, in any agreement to which the optionee
and the Company are parties;
(v) such optionee's use of illegal drugs, abuse of
other controlled substances or habitual intoxication; or
(vi) the commission by such optionee of a significant
act of dishonesty, deceit or breach of fiduciary duty in the
performance of the optionee's duties with the Company or
with any subsidiary of the Company.
For purposes of clauses (i) and (ii) of this definition, no
act, or failure to act, on the part of an optionee shall be
deemed to be willful unless knowingly done, or omitted to be
done, by such optionee not in good faith and without a
reasonable belief that such action or omission was in the
best interests of the Company or of a subsidiary of the
Company.
(b) Termination of Employment on Account of Death or
Disability of Optionee. In the event of the death or disability
of an optionee while he is an employee of the Company or of a
subsidiary of the Company (or within thirty (30) days of the date
on which such optionee ceases to be so employed) any option or
unexercised portion thereof granted to him under this Plan which
is otherwise exercisable shall terminate unless it is exercised
within a period of one (1) year following the optionee's death or
disability (but in no event later than the expiration date of the
option as specified in the respective incentive stock option
agreement). In the event of the death of the optionee, the
option may be exercised in accordance with the provisions of this
paragraph (b) only by the person or persons to whom such
optionee's rights under the option pass by operation of the
optionee's will or the laws of descent and distribution. For
purposes of this paragraph (b), the term "disability" shall mean,
with respect to any optionee, physical or mental incapacity
resulting in such optionee being unable to substantially perform
his duties for more than six (6) consecutive months or an
aggregate of six (6) months in any period of twelve (12)
consecutive months as determined in writing by a qualified
independent physician mutually acceptable to the optionee and the
Company.
11. Nontransferability of Options. Each option granted
under this Plan shall not be transferable or assignable by the
optionee other than by will or the laws of descent and
distribution, and during the lifetime of the optionee may be
exercised only by said optionee.
12. Adjustments upon Changes in Capitalization. In the
event of any change in the capital structure of the Company,
including but not limited to a change resulting from a stock
dividend, stock split, reorganization, merger, consolidation,
liquidation or any combination or exchange of shares, the number
of shares of Broad National Common Stock subject to this Plan and
the number of such shares subject to each option granted
hereunder shall be correspondingly adjusted by the Committee.
The option price for which shares of Broad National Common Stock
may be purchased pursuant to an option granted under this Plan
shall also be adjusted so that there will be no change in the
aggregate purchase price payable upon the exercise of any option.
13. Amendment and Termination of Plan. No option shall be
granted pursuant to this Plan after December 19, 2006, on which
date this Plan will expire except as to options then outstanding
under the Plan, which options shall remain in effect until they
have been exercised or have expired. The Board of Directors may
at any time before such date amend, modify or terminate the Plan;
provided, however, that the Board of Directors may not, without
further approval by the holders of a majority of the issued and
outstanding shares of Broad National Common Stock voting in
person or by proxy at a duly constituted meeting of the
stockholders of the Company, (i) increase the maximum number of
shares of Broad National Common Stock as to which options may be
granted pursuant to this Plan, (ii) change the class of employees
eligible to be granted options pursuant to the Plan, (iii) extend
the period under this Plan during which options may be granted or
exercised, or (iv) change the provisions of Section 7 hereof with
respect to the determination of the option price, other than to
change the manner of determining the fair market value of shares
of Broad National Common Stock. No amendment, modification or
termination of this Plan may adversely affect the rights of any
optionee under any then outstanding option granted hereunder
without the consent of such optionee.
14. Governing Law. This Plan and the rights of all persons
claiming hereunder shall be construed and determined in
accordance with the laws of the State of New Jersey.
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