EXHIBIT 4(C)
1ST BERGEN BANCORP
1996 AMENDED AND RESTATED
RECOGNITION AND RETENTION PLAN
FOR EXECUTIVE OFFICERS AND EMPLOYEES
1. PURPOSE
The purpose of the 1st Bergen Bancorp (the "Company") 1996 Amended and
Restated Recognition and Retention Plan for Executive Officers and Employees
(the "Plan") is to advance the interests of the Company and its shareholders by
providing those key employees of the Company and its Affiliates, including South
Bergen Savings Bank (the "Bank"), upon whose judgment, initiative and efforts
the successful conduct of the business of the Company and its Affiliates largely
depends, with additional incentive to perform in a superior manner. A purpose of
the Plan is also to attract people of experience and ability to the service of
the Company and its Affiliates.
2. DEFINITIONS
(a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Company is a member, and (ii) an unincorporated trade or business
which is under common control with the Company as determined in accordance with
Section 414(c) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations issued thereunder. For purposes hereof, a "controlled group
of corporations" shall mean a controlled group of corporations as defined in
Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and
(e)(3)(C).
(b) "Award" means a grant of Restricted Stock under the
provisions of this Plan.
(c) "Board of Directors" or "Board" means the Board of
Directors of the Company.
(d) "Change in Control" means
(1) a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company, or a similar
transaction in which the Company is not the resulting entity;
or
(2) individuals who constitute the Incumbent Board (as herein
defined) of the Company cease for any reason to constitute a
majority thereof; or
(3) the occurrence of a change in control within the meaning of 12
C.F.R. ss. 574.4; or
(4) (a) an event of a nature that would be required to be reported
in response to Item I of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), or
results in a change in control of the Company within the
meaning of the Home Owners' Loan Act of 1933 and the Rules and
Regulations promulgated by the Office of Thrift Supervision or
its predecessor agency, as in effect on the date hereof; or
(5) Without limitation, a change in control shall be deemed to
have occurred at such time as (i) any "person" (as the term is
used in Section 13(d) and 14(d) of the Exchange Act) other
than the Company, and excluding the trustee of any Employee
benefit plan sponsored by the Company or the Bank or any such
plan itself, is or becomes a "beneficial owner" (as defined in
Rule 13-d under the Exchange Act) directly or indirectly, of
securities of the Company representing 25% or more of the
Company's outstanding securities ordinarily having the right
to vote at the election of directors; or
(6) A proxy statement soliciting proxies from stockholders of the
Company is disseminated by someone other than the current
management of the Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Company
or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of
securities then subject to the plan or transaction are
exchanged or converted into cash or property or securities not
issued by the Company;
(7) A tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning
beneficially or of record 25% or more of the outstanding
securities of the Company have tendered or offered to sell
their shares pursuant to such tender offer and such tendered
shares have been accepted by the tender offeror.
For these purposes, "Incumbent Board" means the Board of Directors on the
effective date of this Plan, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by stockholders was approved by the same nominating
committee serving under an Incumbent Board, shall be considered as though he
were a member of the Incumbent Board."
(e) "Committee" means a committee consisting of those members of the
Compensation/Benefits Committee of the Company who are non-employee members of
the Board of Directors, all of whom are "disinterested persons" as such term is
defined" under Rule 16b-3 of the Exchange Act, as promulgated by the Securities
and Exchange Commission.
(f) "Common Stock" means the common stock of the Company, no par value per
share.
(g) "Date of Grant" means the date an Award granted by the Committee is
effective pursuant to the terms hereof.
(h) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board of Directors must advise the Committee that it is either not
possible to determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the remainder of said
participant's lifetime.
(i) "Participant" means an employee of the Company or its affiliates
chosen by the Committee to participate in the Plan.
(j) "Restricted Stock" means shares of the Common Stock granted hereunder
and subject to the restrictions of Sections 6.2 and 6.3 hereof.
(k) "Restriction Period" shall mean the period of time during which the
Restricted Stock is subject to the restrictions of the Plan, to be set at the
Committee's discretion subject to Section 6.3 hereof.
(l) "Retirement" means retirement at the normal or early retirement date
as set forth in any tax-qualified or non-tax qualified retirement plan of the
Company or as determined under any retirement policy of the Company.
(m) "Section 16" means Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.
3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to select participants, to
determine the amount of Awards, to establish the terms and conditions of such
Awards, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all
Participants in the plan and on their legal representatives and beneficiaries.
4. STOCK SUBJECT TO THE PLAN
The maximum number of shares reserved for issuance pursuant to Awards
hereunder is 88,872 shares of Common Stock of the Company, subject to adjustment
pursuant to Section 6.5 hereof. These shares of Common Stock may be either
authorized but unissued shares or shares previously issued and reacquired by the
Company. To the extent that Awards granted under the Plan are canceled prior to
the end of their applicable Restriction Period, new Awards may be made with
respect to these shares.
5. ELIGIBILITY
Officers and other employees of the Company or its Affiliates shall be
eligible to receive Awards and directors who are not employees or officers of
the Company or its affiliates shall not be eligible to receive Awards under the
Plan.
6. GRANTS OF RESTRICTED STOCK
6.1 Awards
Each Participant shall execute and deliver to the Committee an
agreement as required under Section 8 with respect to the Restricted Stock
covered by such agreements. The Committee shall then cause shares to be issued
in book entry form only, in the name of the Participant.
6.2 Restrictions
(a) Restricted Stock awarded to a Participant shall be subject to
the following restrictions until the expiration of the Restriction Period: (i) a
Participant shall not be issued certificates representing the stock subject to
the Award, but such shares shall be issued in book entry form only; (ii) the
shares of Common Stock shall be subject to the restrictions on transferability
set forth in Section 7; (iii) the shares of Common Stock shall be forfeited and
all rights of the Participant to such shares and as a shareholder shall
terminate without further obligation on the part of the Company when a
Participant leaves the employ of the Company, except in the case of Disability,
Retirement or death; and (iv) any other restrictions which the Committee may
determine in advance are necessary or appropriate, including termination of
Restricted Stock Awards to grantees other than Employees.
6.3 Restriction Period
Notwithstanding anything contained in Section 3 hereof, in compliance with
the regulations of the Office of Thrift
Supervision ("OTS"), all Awards granted hereunder, shall be subject to the
following minimum Restriction Period:
All Awards shall be subject to a five-year Restriction Period, with
restrictions lapsing on 20 percent of the Restricted Stock per year, commencing
on the first anniversary of the date of the Award. Common Stock on which
restrictions have lapsed shall not be subject to the provisions of Section 6.2
hereof. By the fifth anniversary of the date of grant, all restrictions shall
have lapsed, provided, however, that in the event of a Participant's Disability,
death or Retirement, or in the event of a Change In Control, the remaining
Restriction Period for any Award shall lapse and the shares of common stock held
by such Participant shall immediately become unrestricted.
The Committee shall have the authority in its discretion, to impose a
greater Restriction Period for any Award than those set forth above.
6.4 Delivery of Shares of Common Stock
At the expiration of the Restriction Period, a stock certificate
evidencing the Restricted Stock with respect to which the Restriction Period has
expired (to the nearest full share) shall be delivered without charge to the
Participant or his personal representative free of all restrictions under the
Plan.
6.5 Dilution and Adjustments
(a) In the event of any change or changes in the outstanding Common
Stock of the Company is effected without receipt of consideration by the Company
or payment of consideration by the Company, such as by any stock dividend or
split, recapitalization, reorganization, combination or any similar corporate
change, or other increase or decrease in such shares, the number of shares of
Common Stock which may be issued under this Plan shall be automatically
adjusted.
(b) In the event of a consolidation, merger, reorganization or sale
of all or substantially all of the assets of the Company in which outstanding
shares of Common Stock are exchanged for securities, cash or other property or
any other corporation or business entity (the "Surviving Corporation"), the
Committee and the Board of Directors will provide that this Plan be assumed by
the Surviving Corporation in such transaction, and that shares of the common
stock of such Surviving Corporation shall be issued in exchange for shares of
Common Stock subject to Awards hereunder and still subject to the restrictions
of Section 6.2. Such replacement shares will remain subject to the restrictions
of Section 6.2 for their remaining Restriction Period. The number of replacement
shares issued in exchange for the Common Stock will be determined based upon the
per share price paid all shareholders of the Company by the Surviving
Corporation.
7. NO RIGHT TO CONTINUED EMPLOYMENT; NONTRANSFERABILITY
Nothing in this Plan or in any Award granted confers on any person any
right to continue in the employ of the Company, the Bank or its Affiliates or to
continue to perform services for the Company, the Bank or its Affiliates or
interferes in any way with the right of the Company or its Affiliates to
terminate a Participant's services as an officer or other employee at any time.
No Restricted Stock subject to an Award under the Plan shall be
transferable by the participant other than by will or the laws of descent and
distribution and may only be exercised during his lifetime by the Participant or
by a guardian or legal representative.
8. AGREEMENT WITH PARTICIPANTS
Each Award will be evidenced by a written agreement, executed by the
Participant and the Company which describes the conditions for receiving the
Awards including the date of Award, the applicable Restriction Period, and any
other terms and conditions as may be required by the Board of Directors or
applicable securities law.
9. TAX WITHHOLDING
Whenever shares of Common Stock are to be issued or delivered pursuant to
the Plan, the Company shall have the right, in its sole discretion, to either
(i) require the Participant to remit to the Company or (ii) withhold from any
salary, wages or other compensation payable by the Company to the Participant,
an amount sufficient to satisfy federal, state, and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Whenever payments are to be made in cash, such payments shall be net of
an amount sufficient to satisfy federal, state and local withholding tax
requirements and authorized deductions.
10. AMENDMENT OF THE PLAN
The Committee may at any time, and from time to time, modify or amend the
Plan in any respect; provided that shareholder approval shall be required for
any such modification or amendment which:
(a) materially increases the maximum number of shares for
which Awards may be granted under the Plan; or
(b) changes the persons eligible to participate in the
Plan.
Failure to ratify or approve amendments or modifications to subsections
(a) and (b) of this Section by shareholders shall be
effective only as to the specific amendment or modification requiring such
ratification. Other provisions, sections, and subsections of this Plan will
remain in full force and effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.
11. APPROVAL AND EFFECTIVE DATE OF PLAN
The Plan will become effective as of April 1, 1997.
12. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate ten (10) years
after the Effective Date of the Plan. The Board of Directors has the right to
suspend or terminate the Plan at any time, provided that no such action will,
without the consent of a Participant, adversely affect his rights under a
previously granted Award.
13. APPLICABLE LAW
In the absence of controlling Federal law, the Plan will be administered
in accordance with the laws of the State of New Jersey.
14. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provisions of the Plan or action by the Committee fail to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.