BOARDWALK BANK
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2000 STOCK OPTION PLAN
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TABLE OF CONTENTS
ARTICLE PAGE
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ARTICLE 1. PURPOSE OF THE PLAN.......................................1
ARTICLE 2. DEFINITIONS...............................................1
ARTICLE 3. ADMINISTRATION OF THE PLAN................................3
ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN..........................5
ARTICLE 5. STOCK OPTIONS.............................................5
ARTICLE 6. ELIGIBILITY...............................................7
ARTICLE 7. TERM AND EXERCISE OF OPTIONS..............................7
ARTICLE 8. TERMINATION OF EMPLOYMENT.................................9
ARTICLE 9. ADJUSTMENT PROVISIONS....................................10
ARTICLE 10. GENERAL PROVISIONS.......................................12
ARTICLE 1. PURPOSE OF THE PLAN
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1.1 Purpose - The Boardwalk Bank 2000 Stock Option Plan (the
"Plan") is intended to provide key employees of Boardwalk Bank
(the "Corporation") and its Subsidiaries an opportunity to
acquire Common Stock of the Corporation. The Plan is designed
to help the Corporation attract, retain and motivate key
employees to make substantial contributions to the success of
the business. Stock Options are granted under the Plan based
on the Participant's level of responsibility and performance
within the Corporation.
1.2 Stock Options to be Granted - Incentive Stock Options within
the meaning of Code Section 422(b) and Nonqualified Stock
Options may be granted within the limitations of the Plan
herein described.
ARTICLE 2. DEFINITIONS
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2.1 "Agreement" - The written instrument evidencing the grant of
an Option. A Participant may be issued one or more Agreements
from time to time, reflecting one or more Options.
2.2 "Board" - The Board of Directors of the Corporation.
2.3 "Change in Control" - means the first to occur of any of the
following events:
(a) any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities and Exchange Act of
1934 (the "Exchange Act"), other than the Corporation
or a subsidiary of the Corporation, an employee
benefit plan of the Corporation or a subsidiary of
the Corporation (including a related trust), becomes
the beneficial owner (as determined pursuant to Rule
13d-3 under the Exchange Act), directly or indirectly
of securities of the Corporation representing more
than 20% of the combined voting power of the
Corporation's then outstanding securities;
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(b) the occurrence of, or execution of an agreement
providing for, a sale of all or substantially all of
the assets of the Corporation to an entity which is
not a direct or indirect subsidiary of the
Corporation;
(c) the occurrence of, or execution of an agreement
providing for, a reorganization, merger,
consolidation or similar transaction involving the
Corporation, unless (i) the shareholders of the
Corporation immediately prior to the consummation of
any such transaction will initially own securities
representing a majority of the voting power of the
surviving or resulting corporation, and (ii) the
directors of the Corporation immediately prior to the
consummation of such transaction will initially
represent a majority of the directors of the
surviving or resulting corporation; and
(d) any other event which is at any time irrevocably
designated as a "Change in Control" for purposes of
this Agreement by resolution adopted by a majority of
the then nonemployee directors of the Corporation.
2.4 "Code" - The Internal Revenue Code of 1986, as amended.
2.5 "Committee" - The Committee which the Board appoints to
administer the Plan.
2.6 "Common Stock" - The common stock of the Corporation as
described in the Corporation's Articles of Incorporation, or
such other stock as shall be substituted therefor.
2.7 "Corporation" - Boardwalk Bank, a New Jersey corporation.
2.8 "Employee" - Any key employee (including officers) of the
Corporation or a Subsidiary.
2.9 "Exchange Act" - The Securities Exchange Act of 1934, as
amended.
2.10 "Incentive Stock Option" - A stock option intended to satisfy
the requirements of Code Section 422(b).
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2.11 "Nonqualified Stock Option" - A stock option other than an
incentive stock option.
2.12 "Optionee" - A Participant who is awarded a Stock Option
pursuant to the provisions of the Plan.
2.13 "Participant" - An Employee selected by the Committee to
receive a grant of an Option under the Plan.
2.14 "Plan" - Boardwalk Bank 2000 Stock Option Plan.
2.15 "Retirement" - The earlier of the attainment of age sixty-five
or the normal retirement age provided for in the Corporation's
tax-qualified employee pension benefit plan.
2.16 "Securities Act" - The Securities Act of 1933, as amended.
2.17 "Stock Option" or "Option" - An award of a right to purchase
Common Stock pursuant to the provisions of the Plan.
2.18 "Subsidiary" - A subsidiary corporation as defined in Code
Section 424(f) that is a subsidiary of the Corporation.
ARTICLE 3. ADMINISTRATION OF THE PLAN
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3.1 The Committee - The Plan shall be administered by a committee
of the Board (the "Committee") composed of three or more
members of the Board. The Board may from time to time remove
members from, or add members to, the Committee. Vacancies on
the Committee, howsoever caused, shall be filled by the Board.
3.2 Powers of the Committee -
(a) The Committee shall be vested with full authority to
make such rules and regulations as it deems necessary
or desirable to administer the Plan and to interpret
the provisions of the Plan. Any determination, decision
or action of the Committee in connection with the
construction, interpretation, administration or
application of the Plan shall be final, conclusive and
binding upon all Optionees and any person claiming
under or through an Optionee.
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(b) Subject to the terms, provisions and conditions of the
Plan and subject to review and approval by a majority
of the disinterested members of the Board, the
Committee shall have exclusive jurisdiction to:
(i) determine and select, based upon the
recommendation of the Corporation's Chief
Executive Office, the key Employees to be
granted Options (it being understood that
more than one Option may be granted to the
same person);
(ii) determine the number of shares subject to
each Option;
(iii) determine the date or dates when the Options
will be granted;
(iv) determine the purchase price of the shares
subject to each Option in accordance with
Article 5 of the Plan;
(v) determine the date or dates when each Option
may be exercised within the term of the
Option specified pursuant to Article 7 of
the Plan;
(vi) determine whether or not an Option
constitutes an Incentive Stock Option; and
(vii) prescribe the form, which shall be
consistent with the Plan, of the Agreement
evidencing any Options granted under the
Plan.
3.3 Terms - The grant of an Option under the Plan shall be
evidenced by an Agreement and may include any terms and
conditions consistent with this Plan, as the Committee may
determine.
3.4 Liability - No member of the Board or the Committee shall be
liable for any action or determination made in good faith by
the Board or the Committee with respect to this Plan or any
Options granted under this Plan.
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ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN
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4.1 Common Stock Authorized - The aggregate number of shares of
Common Stock for which Options may be granted under the Plan
shall not exceed 120,000 shares. The limitation established by
the preceding sentence shall be subject to adjustment as
provided in Article 9 of the Plan.
4.2 Shares Available - The Common Stock to be issued upon exercise
of Options granted under the Plan shall be the Corporation's
Common Stock which shall be made available at the discretion
of the Board, either from authorized but unissued Common Stock
or from Common Stock acquired by the Corporation, including
shares purchased in the open market. In the event that any
outstanding Option under the Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the
unexercised portion of such Option may thereafter be regranted
subject to option under the Plan.
ARTICLE 5. STOCK OPTIONS
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5.1 Exercise Price - The exercise price of Common Stock shall be,
in the case of an Incentive Stock Option, 100 percent of the
fair market value of one share of Common Stock on the date the
Option is granted, except that the purchase price per share
shall be 110 percent of such fair market value in the case of
an Incentive Stock Option granted to any individual described
in Section 6.2 of the Plan. The exercise price of Common Stock
shall be, in the case of a Nonqualified Stock Option, not less
than 100 percent of the fair market value of one share of
Common Stock on the date the Option is granted. The exercise
price shall be subject to adjustment only as provided in
Article 9 of the Plan.
5.2 Limitation on Incentive Stock Options - The aggregate fair
market value (determined as of the date an Option is granted)
of the stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual in any
calendar year (under the Plan and all other plans maintained
by the Corporation and Subsidiaries) shall not exceed
$100,000.
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5.3 Determination of Fair Market Value -
(a) During such time as Common Stock is not listed on an
established stock exchange or exchanges but is listed
on the NASDAQ Stock Market, the fair market value per
share shall be the closing sale price for the Common
Stock on the day the Option is granted. If no sale of
Common Stock has occurred on that day, the fair market
value shall be determined by reference to such price
for the next preceding day on which a sale occurred.
(b) During such time as the Common Stock is not listed on
an established stock exchange or on the NASDAQ Stock
Market, fair market value per share shall be the "bid"
price for the Common Stock for the day of the grant,
and if no "bid" price is quoted for the day of the
grant, the fair market value shall be determined by
reference to such prices on the next preceding day on
which such prices were quoted.
(c) If the Common Stock is listed on an established stock
exchange or exchanges, the fair market value shall be
deemed to be the closing price of Common Stock on such
stock exchange or exchanges on the day the Option is
granted or, if no sale of Common Stock has been made on
any stock exchange on that day, the fair market value
shall be determined by reference to such price for the
next preceding day on which a sale occurred.
(d) In the event that the Common Stock is not traded on an
established stock exchange or in the NASDAQ Stock
Market, and no closing dealer "bid" price is available
on the date of a grant, then fair market value will be
the price established by the Committee in good faith.
5.4 Limitation on Grants - Grants to any Employee under this Plan
shall not exceed in the aggregate 50,000 Options during any
period of 12 consecutive months. Such limitation shall be
subject to adjustment in the manner described in Article 9.
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ARTICLE 6. ELIGIBILITY
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6.1 Participation - Options shall be granted only to persons who
are Employees, as determined by the Committee, based upon the
recommendation of the Chief Executive Officer (except as to
himself) and ratified by a majority of the disinterested
members of the Board.
6.2 Incentive Stock Option Eligibility - Notwithstanding any other
provision of the Plan, an individual who owns more than 10
percent of the total combined voting power of all classes of
outstanding stock of the Corporation shall not be eligible for
the grant of an Incentive Stock Option, unless the special
requirements set forth in Sections 5.1 and 7.1 of the Plan are
satisfied. For purposes of this Section 6.2, in determining
stock ownership, an individual shall be considered as owning
the stock owned, directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood),
spouse, ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation, partnership,
estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or
beneficiaries. "Outstanding stock" shall include all stock
actually issued and outstanding immediately before the grant
of the Option. "Outstanding stock" shall not include shares
authorized for issue under outstanding Options held by the
Optionee or by any other person.
ARTICLE 7. TERM AND EXERCISE OF OPTIONS
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7.1 Termination - Each Option granted under the Plan shall
terminate on the date determined by the Committee and approved
by a majority of the disinterested members of the Board, and
specified in the Agreement; provided, however, that (i) each
intended Incentive Stock Option granted to an individual
described in Section 6.2 of the Plan shall terminate not later
than five years after the date of the grant, (ii) each other
intended Incentive Stock Option shall terminate not later than
ten years after the date of the grant, and (iii) each Option
granted under the Plan which is intended to be a Nonqualified
Stock Option shall terminate not later than ten years and one
month after the date of the grant. Each Option granted under
the Plan shall be exercisable only after the earlier of (i)
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the date or dates, determined by the Committee, following the
date of the grant of the Option as specified in the Agreement,
or (ii) a Change in Control occurs. An Option may be exercised
only during the continuance of the Optionee's employment,
except as provided in Article 8 and shall not be assignable or
transferable by the Optionee other than by will or the laws of
descent and distribution, and during the lifetime of an
Optionee shall be exercisable only by such Optionee.
7.2 Exercise -
(a) A person electing to exercise an Option shall give
written notice to the Corporation of such election and
of the number of shares he has elected to purchase, in
such form as the Committee shall have prescribed or
approved, and shall at the time of exercise tender the
full purchase price of the shares he has elected to
purchase. The purchase price shall be paid in full, in
cash, upon the exercise of the Option, provided,
however, that in lieu of cash, with the approval of the
Committee at or prior to exercise, an Optionee may
exercise his Option by tendering to the Corporation
shares of Common Stock owned by him and having a fair
market value equal to the cash exercise price
applicable to his Option (with the fair market value of
such stock to be determined in the manner provided in
Section 5.3 hereof) or by delivering such combination
of cash and such shares as the Committee in its sole
discretion may approve. Notwithstanding the foregoing,
Common Stock acquired pursuant to the exercise of an
Incentive Stock Option may not be tendered as payment
unless the holding period requirements of Code Section
422(a)(1) have been satisfied, and Common Stock not
acquired pursuant to the exercise of an Incentive Stock
Option may not be tendered as payment unless it has
been held, beneficially and of record, for at least one
year.
(b) A person holding more than one Option at any relevant
time may, in accordance with the provisions of the
Plan, elect to exercise such Options in any order.
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(c) In addition, at the request of the Participant and to
the extent permitted by applicable law, the Corporation
may, in its sole discretion, selectively approve
arrangements with a brokerage firm under which such
brokerage firm, on behalf of the Participant, shall pay
to the Corporation the exercise price of the Stock
Options being exercised, and the Corporation, pursuant
to an irrevocable notice from the Participant, shall
promptly deliver the shares being purchased to such
firm.
ARTICLE 8. TERMINATION OF EMPLOYMENT
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8.1 Retirement - In the event of Retirement, an Option shall lapse
at the earlier of the term of the Option or up to 36 months,
at the discretion of the Committee, from the date of
Retirement.
8.2 Death or Total and Permanent Disability - In the event of
termination of employment due to death or "Total and Permanent
Disability," as defined in Code Section 72(m)(7), the Option
shall lapse at the earlier of (a) the term of the Option, or
(b) one year after termination due to such causes.
8.3 Other Termination - Except as otherwise provided in Section
8.4, in the event of termination of employment at the election
of the Corporation, or in the event of voluntary termination
of employment by an Employee within 12 months following the
consummation of a transaction which caused the triggering of a
Change in Control, all options shall lapse as of the earlier
of the term of the Option or:
(a) In the case of an Incentive Stock Option, three months
from the date of termination of employment; and
(b) In the case of Options other than Incentive Stock
Options, up to 12 months from the date of termination
of employment.
In the event of any other termination of employment at the
election of the Employee, all Options granted to such Employee
shall lapse as of the date of termination of employment.
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8.4 Termination For Cause - In the event of termination of
employment "for cause," all Options granted to such Employee
shall lapse on the date of termination of employment.
Termination "for cause" shall mean the Employee was terminated
after
(a) a government regulatory agency recommends or orders in
writing that the Corporation or any Subsidiary
terminate the employment of the Employee;
(b) the Employee is convicted of or enters a plea of guilty
or nolo contendere to a felony, a crime of falsehood,
or a crime involving fraud or moral turpitude, or the
actual incarceration of the Employee for a period of
forty-five consecutive days;
(c) the Employee willfully and repeatedly fails to follow
the lawful instructions of the Board after the
Employee's receipt of written notice of such
instructions, other than a failure resulting from the
Employee's incapacity; or
(d) the Employee violates the noncompetition or
confidentiality provisions of the Employee's employment
agreement.
ARTICLE 9. ADJUSTMENT PROVISIONS
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9.1 Share Adjustments -
(a) In the event that the shares of Common Stock of the
Corporation, as presently constituted, shall be changed
into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation
or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the
number of such shares of stock shall be increased
through the payment of a stock dividend, then, subject
to the provisions of Subsection (c) below, there shall
be substituted for or added to each share of stock of
the Corporation which was theretofore appropriated, or
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which thereafter may become subject to an option under
the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of
the stock of the Corporation shall be so changed or for
which each such share shall be exchanged or to which
each such share shall be entitled, as the case may be.
Outstanding Options shall also be appropriately amended
as to price and other terms, as may be necessary to
reflect the foregoing events.
(b) If there shall be any other change in the number or
kind of the outstanding shares of the stock of the
Corporation, or of any stock or other securities in
which such stock shall have been changed, or for which
it shall have been exchanged, and if a majority of the
disinterested members of the Board shall, in its sole
discretion, determine that such change equitably
requires an adjustment in any Option which was
theretofore granted or which may thereafter be granted
under the Plan, then such adjustment shall be made in
accordance with such determination.
(c) The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure, to
merge, to consolidate, to dissolve, to liquidate or to
sell or transfer all or any part of its business or
assets.
9.2 Corporate Changes - A dissolution or liquidation of the
Corporation, or a merger or consolidation in which the
Corporation is not the surviving Corporation, shall cause each
outstanding Option to terminate, except to the extent that
another corporation may and does in the transaction assume and
continue the Option or substitute its own options.
9.3 Fractional Shares - Fractional shares resulting from any
adjustment in Options pursuant to this Article 9 may be
settled as a majority of the disinterested members of the
Board or the Committee (as the case may be) shall determine.
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9.4 Binding Determination - To the extent that the foregoing
adjustments relate to stock or securities of the Corporation,
such adjustments shall be made by a majority of the
disinterested members of the Board, whose determination in
that respect shall be final, binding and conclusive. Notice of
any adjustment shall be given by the Corporation to each
holder of an Option which shall have been so adjusted.
ARTICLE 10. GENERAL PROVISIONS
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10.1 Effective Date - The Plan shall become effective upon its
adoption by the Board, provided that any grant of Options is
subject to the approval of the Plan by the shareholders of the
Corporation within 12 months of adoption by the Board.
10.2 Termination of the Plan - Unless previously terminated by the
Board of Directors, the Plan shall terminate on, and no
Options shall be granted after, the tenth anniversary of its
adoption by the Board.
10.3 Limitation on Termination, Amendment or Modification
(a) The Board may at any time terminate, amend, modify or
suspend the Plan, provided that without the approval
of the shareholders of the Corporation no amendment
or modification shall be made by the Board which:
(i) increases the maximum number of shares of
Common Stock as to which Options may be granted
under the Plan;
(ii) changes the class of eligible Employees; or
(iii) otherwise requires the approval of shareholders
in order to maintain the exemption available
under Rule 16b-3 (or any similar rule) under
the Exchange Act.
(b) No amendment, modification, suspension or termination
of the Plan shall in any manner affect any Option
theretofore granted under the Plan without the
consent of the Optionee or any person validly
claiming under or through the Optionee.
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10.4 No Right to Employment - Neither anything contained in the
Plan or in any instrument under the Plan nor the grant of any
Option hereunder shall confer upon any Optionee any right to
continue in the employ of the Corporation or of any Subsidiary
or limit in any respect the right of the Corporation or of any
Subsidiary to terminate the Optionee's employment at any time
and for any reason.
10.5 Withholding Taxes -
(a) Subject to the provisions of Subsection (b), the
Corporation will require that an Optionee as a
condition of the exercise of an Option (other than an
Incentive Stock Option), or any other person or
entity receiving Common Stock upon exercise of an
Option, pay or reimburse any taxes which the
Corporation is required to withhold in connection
with the exercise of the Option.
(b) An Optionee may satisfy the withholding obligation
described in Subsection (a), in whole or in part, by
electing to have the Corporation withhold shares of
Common Stock (otherwise issuable upon the exercise of
an Option) having a fair market value equal to the
amount required to be withheld. An election by an
Optionee to have shares withheld for this purpose
shall be subject to the following restrictions:
(i) it must be made prior to the date on which
the amount of tax to be withheld is
determined (the "Tax Date");
(ii) it shall be irrevocable;
(iii) it shall be subject to disapproval by the
Committee;
(iv) if the Optionee is an officer of the
Corporation within the meaning of Section 16
of the Exchange Act (an "Officer"), such
election may not be made within six months
of the grant of the Option (except that this
restriction shall not apply in the event of
the death or disability of the Optionee
prior to the expiration of the six-month
period);
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(v) if the Optionee is an Officer, such election
must be made either at least six months
prior to the Tax Date or in the ten-day
"window period" beginning on the third day
following the release of the Corporation's
quarterly or annual summary statement of
revenues and earnings; and
(vi) where the Tax Date of an Officer is deferred
up to six months after the exercise of an
Option, the full number of Option shares
will be issued or transferred to him upon
exercise, but he will be unconditionally
obligated to tender back to the Corporation
the proper number of shares of Common Stock
on the Tax Date.
10.6 Listing and Registration of Shares -
(a) No Option granted pursuant to the Plan shall be
exercisable in whole or in part if at any time a
majority of the disinterested members of the Board
shall determine in its discretion that the listing,
registration or qualification of the shares of Common
Stock subject to such Option on any securities
exchange or under any applicable law, or the consent
or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in
connection with, the granting of such Option or the
issue of shares thereunder, unless such listing,
registration, qualification, consent or approval
shall have been effected or obtained free of any
conditions not acceptable to a majority of the
disinterested members of the Board.
(b) If a registration statement under the Securities Act
with respect to the shares issuable upon exercise of
any Option granted under the Plan is not in effect at
the time of exercise, as a condition of the issuance
of the shares the person exercising such Option shall
give the Committee a written statement, satisfactory
in form and substance to the Committee, that he is
acquiring the shares for his own account for
investment and not with a view to their distribution.
The Corporation may place upon any stock certificate
for shares issuable upon exercise of such Option the
following legend or such other legend as the
Committee may prescribe to prevent disposition of the
shares in violation of the Securities Act or other
applicable law:
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"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
("ACT") AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED."
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