EXHIBIT 4(D)
1ST BERGEN BANCORP
1996 AMENDED AND RESTATED
RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS
1. PURPOSE
The purpose of the 1st Bergen Bancorp (the "Company") 1996 Amended and
Restated Recognition and Retention Plan for Outside Directors (the "Plan") is to
promote the growth and profitability of the Company and its subsidiary, South
Bergen Savings Bank (the "Bank") by providing outside directors of the Company
and its Affiliates with an incentive to achieve long-term objectives of the
Company and to attract and retain non-employee directors of outstanding
competence by providing such outside directors with an opportunity to acquire an
equity interest in the Company.
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 the Compensation/Benefits
Committee of the Company.
(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 outside director to participate in
the work of the Board and any Committees thereof to which he may be assigned,
including attending meetings of the Board and such Committees. Additionally, a
medical doctor selected or approved by the Board of Directors must advise the
Board 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 recipient's lifetime.
(i) "Participant" means an Outside Director (as defined in Section 5.1
(a)) or a Subsequent Outside Director (as defined in Section 5.1(b) hereof) who
participates in the Plan.
(j) "Restricted Stock" means shares of the Common Stock granted hereunder
and subject to the restrictions of Sections 5.2 and 5.3 hereof.
(k) "Restriction Period" shall mean the period of time during which the
Restricted Stock is subject to the restrictions of the Plan set forth in Section
5.3 hereof.
(l) "Retirement" shall mean cessation of service on the Company's Board of
Directors after age 65 with at least ten years of service as a member of the
Board of Directors of the Company or the Bank.
(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 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 38,088 shares of Common Stock of the Company, subject to adjustment
pursuant to Section 5.4. 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. GRANTS OF RESTRICTED STOCK
5.1 Awards
(a) Initial Awards. Each outside director (for purposes of this
Plan, the term "Outside Director" shall mean a member of the Board of Directors
or any of its Affiliates who is not also serving as a full-time employee of the
Company or any of its Affiliates), who is serving in such capacity on the
effective date of this Plan, is hereby granted an Award of 6,348 shares of
Restricted Stock.
The effective date of these initial Awards shall be the effective date of
the Plan as defined in Section 10 hereof ("Effective Date").
(b) Awards to Subsequent Outside Directors. To the extent shares of
Restricted Stock are available for Awards under the Plan, each Outside Director
who is first appointed as a director of the Company subsequent to the Effective
Date (a "Subsequent Outside Director") is hereby granted, as of the date on
which such Subsequent Outside Director is qualified and first begins to serve as
an Outside Director, an Award of 3,174 shares of Restricted Stock or such lesser
number of shares of Common Stock as remain in this Plan.
If sufficient shares are not available under the Plan to fulfill Awards
under Section 6.1(b) hereof to any Subsequent Outside Director and thereafter
shares become available, such Subsequent Outside Director shall then receive
Awards of Restricted Stock determined by dividing equally among each Subsequent
Outside Director, Awards for the number of shares then available under the Plan.
The date of grant shall be the date Awards for such shares become available.
(c) Ineligibility. An Award under the Plan shall not be granted to any
Outside Director who at any previous time was an employee of either the Company
or the Bank and in such capacity was eligible to receive any options to purchase
Common Stock.
5.2 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 shares of stock subject to an 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;
and (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 service with the
Board of Directors of the Company or its Affiliates, except in the case of
Disability, Retirement or death.
5.3 Restriction Period
In compliance with the regulations of the Office of Thrift Supervision,
all Awards granted hereunder, shall be subject to the following 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 5.2
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 upon the occurrence 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 become unrestricted.
5.4 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 5.2. Such replacement shares will remain subject to the restrictions
of Section 5.2 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.
5.5 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. CONTINUED SERVICE
Nothing in this Plan or in any Award granted confers on any person any
right to continue as a Director the Company or its Affiliates or to continue to
perform services for the Company or its Affiliates.
7. 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.
8. 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.
9. AMENDMENT OF THE PLAN
This Plan may be amended form time to time by the Board of Directors of
the Company provided that Section 5 hereof shall not be amended more than once
every six months other than to comport with the Internal Revenue Code of 1986,
as amended. If any amendment would require shareholder approval under Rule 16b-3
of the Exchange Act, such amendment shall be presented to shareholders for
ratification, provided, however, that the
failure to obtain shareholder ratification shall not affect the validity of this
Plan as so amended and the options granted thereunder.
10. APPROVAL AND EFFECTIVE DATE OF PLAN
The Plan shall become effective as of April 15, 1997.
11. 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.