EXHIBIT 99.2
1983
ROCK FINANCIAL CORPORATION
INCENTIVE STOCK OPTION PLAN
1. PURPOSE. The purpose of this stock option plan ("the
Plan") is to assist Rock Financial Corporation (the "Holding
Company") in retaining and developing strong management by pro-
viding a means whereby officers and other employees of the
Holding Company, North Plainfield State Bank (the "Bank"), and
any other subsidiary of the Holding Company will be given an
opportunity to purchase stock in the Holding Company. The
options granted hereunder are intended by the Holding Company to
qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code").
2. ADMINISTRATION.
A. The Plan shall be administered by a committee appointed
by the Board of Directors of the Holding Company (the
"Committee"). The Committee shall consist of not less than three
members of the Holding Company's Board of Directors. The Board
of Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee shall be
filled by the Board of Directors. No member of the Committee
shall be eligible to receive an option under the Plan. The
Committee shall from time to time at its discretion make
recommendations to the Board of Directors with respect to the
employees who shall be granted options and the amount of stock to
be optioned to each.
B. The Committee shall have the power, subject to and
within the limits of the express provisions of the Plan,
(1) To make recommendations to the Board of Directors
from time to time as to which of the eligible persons shall
be granted options under the Plan, and the time or times
when, and the number of shares for which an option or
options shall be granted to each of them, including the
terms and provisions of each option to be granted.
(2) To construe and interpret the Plan and options
granted under it, and to establish, amend and revoke rules
and regulations for its administration. The Committee in
the exercise of this power may correct any defect, or
supply any omission, or reconcile any inconsistency in the
Plan, or in any option agreement, in a manner and to the
extent it shall deem necessary or expedient to make the
Plan fully effective; and
(3) To determine all questions of policy and
expediency that may arise in the administration of the
Plan.
C. This paragraph 2 relating to administration may be
amended by the Board of Directors from time to time as may be
desirable to satisfy any requirements of or under the federal
securities and/or other applicable laws of the United States, or
to obtain any exemption under such laws.
3. SHARES SUBJECT TO THE PLAN.
A. Subject to the provisions of paragraph 7 (relating to
adjustments upon changes in stock), the stock which may be sold
pursuant to options granted under the Plan, shall not exceed, in
the aggregate, 6,519 shares of the Holding Company's authorized
but unissued common stock, which shall represent no more than 5%
of the common stock now outstanding and which shall include the
number of shares for which options were granted pursuant to any
predecessor of this Plan including the Bank's Stock Option Plan.
If any options granted under the Plan shall for any reason
terminate or expire without having been exercised in full, the
stock not purchased under such options shall be available again
for the purposes of this Plan.
B. No option may be granted under the Plan if such grant,
together with any applicable prior grant, would exceed any
maximum established under the Code for incentive stock options
that may be granted to a single employee. Should it be
determined that any options granted under the Plan exceed such
maximum, the option shall be null and void to the extent, but
only to the extent, of such excess. At present the Code provides
that the aggregate fair market value (determined as of the time
the option is granted) of the stock for which any employee may be
granted incentive stock options in any calendar year under all
plans of the Holding Company and any parent and subsidiary
corporations shall not exceed $100,000 plus any unused limit
carryover (as described in Code Section 422A(c)(4)) to such year.
4. ELIGIBILITY.
A. Options may be granted to any officer or other employee
of the Holding Company, the Bank, and any other subsidiary of the
Holding Company in the discretion of the Board of Directors, as
guided by the recommendations of the Committee.
B. Notwithstanding subparagraph A above, no option shall
be granted to any employee who owns, directly or indirectly,
stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Holding
Company, or any parent or subsidiary corporations, unless at the
time such option is granted the option price is at least one
hundred ten percent (110%) of the fair market value of the stock
subject to the option and such option by its terms is not
exercisable after the expiration of 5 years from the date such
option is granted.
5. TERMS OF OPTION AGREEMENTS. Each option agreement
shall be in such form and shall contain such provisions as the
Board of Directors, as guided by the recommendations of the
Committee, from time to time shall deem appropriate. Option
agreements need not be identical, but each option agreement shall
include, by appropriate language, or be subject to, the substance
of all of the following provisions:
A. The purchase price under each option shall in no
instance be less than the greater of par value or 100% of the
fair market value of the stock subject to the option on the date
the option is granted. For purposes of this Plan, during such
time as the stock is not listed upon an established stock
exchange fair market value per share shall be the dealer "ask"
price of stock in the over-the-counter market on the day the
option is granted as reported by L.L. Fane & Company. If the
stock becomes listed upon an established stock exchange or
exchanges such fair market value shall be deemed to be the
highest closing price of the stock on such stock exchange on the
day the option is granted or if no sale of the Holding Company's
stock shall have been made on any stock exchange on that day, on
the next preceding day on which there was a sale of such stock.
B. The purchase price shall be paid to the Holding Company
in cash or certified check.
C. The maximum term of any option shall be ten years from
the date it was granted.
D. An option shall not be transferable except by will or
by the laws of descent and distribution, and during the lifetime
of the person to whom the option is granted, he or she alone may
exercise it.
E. No option under this Plan shall be exercisable while
there is outstanding any incentive stock option which was
granted, before the granting of such option, to such individual
to purchase stock in the Holding Company or in a corporation
which (at the time of the granting of such option) is a parent or
subsidiary corporation of the Holding Company, or in a
predecessor corporation of any such corporations. For purposes
of the preceding sentence, an incentive stock option shall be
treated as "outstanding" until such option is exercised in full
or expires by reason of the lapse of time.
F. An option shall terminate and may not be exercised if
the continuous employment by the Holding Company of the person to
whom it is granted terminates, except as follows:
(1) If continuous employment terminates for any
reason other than death, resignation or cause, the optionee
may exercise the option at any time within three months
after termination of employment.
(2) If continuous employment terminates because of
death, an option may be exercised at any time within nine
(9) months following such death by the decedent's personal
representative or by the person or persons to whom the
decedent's rights under the option shall pass by will or by
the laws of descent or distribution.
G. Neither a person to whom an option is granted nor his
legal representative, heir, legatee, or distributee, shall be
deemed to be the holder of, or to have any other rights of a
holder with respect to any shares subject to such option unless
and until he has exercised his option pursuant to the terms
thereof. Stock to be issued as a result of the exercise of an
option shall be issued as of the first business day following the
date of payment therefor and the optionee shall become a
shareholder of record with respect to such shares as of that
date.
H. No option may be exercised in part if such partial
exercise is of less than 25 shares of stock.
I. Option agreements shall contain such other terms and
provisions as may be necessary to render them incentive stock
options pursuant to Section 422A of the Code and the regulations
thereunder, as the same or any successive statute or regulations
may at the time be in effect.
6. USE OF CASH PROCEEDS FROM STOCK. Cash proceeds from
the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Holding Company.
7. CHANGES IN CAPITAL.
A. If the outstanding common stock of the Holding Company,
shares of which are eligible for the granting of options
hereunder, or subject to options previously granted, shall at any
time be changed or exchanged by declaration of a stock dividend,
split-up, combination of shares, recapitalization, merger or
consolidation in which the Holding Company is the surviving
corporation, the number and kind of shares subject to this Plan
under paragraph 2 or subject to any options previously granted,
and the option prices shall be appropriately and equitably
adjusted so as to maintain the proportionate number of shares
without changing the aggregate option price.
B. In the event of a dissolution or liquidation of the
Holding Company, or a merger or consolidation in which the
Holding Company is not the surviving corporation, any outstanding
options hereunder may be terminated by the Holding Company
provided that each optionee shall, in such event, have the right
immediately prior to such dissolution, liquidation, merger, or
consolidation, to exercise any outstanding, unexpired option in
whole or in part.
8. AMENDMENTS OF THE PLAN OR OPTIONS. The Board of
Directors at any time, and from time to time, may amend the Plan,
and may take such other actions as may be necessary and
appropriate to obtain for the Holding Company or the optionees
the benefit of laws or changes in the law applicable to the Plan
and the optionees, subject to the limitation, however, that
except as provided in paragraph 7 (relating to adjustments upon
changes in stock), no amendment shall be made, except with
approval of stockholders, which will
(1) Increase the number of shares reserved for options
under the Plan; or
(2) Change the designation of the class of employees
eligible to receive options; or
(3) Cause options issued hereunder to fail to meet the
requirements of incentive stock options; or
(4) Amend this paragraph.
The rights and obligations under any option granted before
amendment of the Plan shall not be materially altered or impaired
adversely by such amendment, except by consent of the person to
whom the option was granted.
9. TERMINATION OR SUSPENSION OF THE PLAN. The Board of
Directors at any time may suspend or terminate the Plan. The
Plan, unless sooner terminated, shall terminate ten (10) years
from its effective date. An option may not be granted under the
Plan while the Plan is suspended or after it is terminated.
Rights and obligations under any option granted while the Plan is
in effect shall not be altered or impaired by suspension or
termination of the Plan, except with consent of the person to
whom the option was granted.
10. EFFECTIVE DATE. The Plan shall become effective upon
the effective date of the Plan of acquisition, whereby 100% of
the outstanding shares of common stock of the Bank shall be
exchanged on a one-for-one basis for shares of common stock of
the Holding Company.