BOARDWALK BANK
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2000 DIRECTOR STOCK OPTION PLAN
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TABLE OF CONTENTS
ARTICLE PAGE
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Article 1. ADMINISTRATION...............................................1
Article 2. SHARES AVAILABLE UNDER THE PLAN..............................2
Article 3. GRANT OF STOCK OPTIONS.......................................2
Article 4. TERMS AND CONDITIONS OF STOCK OPTIONS........................2
Article 5. ADJUSTMENT AND SUBSTITUTION OF SHARES........................6
Article 6. EFFECT OF THE PLAN ON THE RIGHTS OF CORPORATION AND
STOCKHOLDERS.................................................8
Article 7. AMENDMENT AND TERMINATION....................................8
Article 8. EFFECTIVE DATE...............................................9
BOARDWALK BANK
2000 DIRECTOR STOCK OPTION PLAN
The purposes of the Boardwalk Bank 2000 Director Stock Option Plan (the
"Plan") are to promote the long-term success of Boardwalk Bank (the
"Corporation") by creating a long-term mutuality of interests between the
Directors and stockholders of the Corporation, to provide an additional
inducement for such Directors to remain with the Corporation and to provide a
means through which the Corporation may attract able persons to serve as
Directors of the Corporation.
ARTICLE 1. ADMINISTRATION
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The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Directors of the Corporation (the "Board")
and consisting of not less than three members of the Board. The
Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting, and
the actions of a majority of the members present at any meeting at
which a quorum is present, or actions approved in writing by all the
members of the Committee, shall be the actions of the Committee.
The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the
Plan as it shall deem to be necessary and advisable for the
administration of the Plan consistent with the purposes of the Plan.
All questions of interpretation and application of the Plan, or as to
stock options granted under the Plan, shall be subject to the
determination of the Committee, which shall be final and binding.
Notwithstanding the above, the selection of the Directors to whom stock
options are to be granted, the timing of such grants, the number of
shares subject to any stock option, the exercise price of any stock
option, the periods during which any stock option may be exercised and
the term of any stock option shall be as hereinafter provided, and the
Committee shall have no discretion as to such matters.
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ARTICLE 2. SHARES AVAILABLE UNDER THE PLAN
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The aggregate number of shares which may be issued and as to which
grants of stock options may be made under the Plan is 60,000 shares of
the Common Stock of the Corporation (the "Common Stock"), subject to
adjustment and substitution as set forth in Article 5.
If any stock option granted under the Plan is cancelled by mutual
consent or terminates or expires for any reason without having been
exercised in full, the number of shares subject thereto shall again be
available for purposes of the Plan. The shares which may be issued
under the Plan may be either authorized but unissued shares or treasury
shares or partly each.
ARTICLE 3. GRANT OF STOCK OPTIONS
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Contemporaneous with the effective date of this Plan, each person who
is then a member of the Board (a "Director") shall automatically and
without further action by the Board or the Committee be granted a
"nonstatutory stock option" (i.e., a stock option which does not
qualify under Sections 422 or 423 of the Internal Revenue Code of 1986,
as amended (the "Code")) to purchase 4,000 shares of Common Stock,
subject to adjustment and substitution as set forth in Article 5.
ARTICLE 4. TERMS AND CONDITIONS OF STOCK OPTIONS
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Stock options granted under the Plan shall be subject to the following
terms and conditions:
(a) The purchase price at which each stock option may be
exercised (the "option price") shall be one hundred
percent (100%) of the fair market value per share of the
Common Stock covered by the stock option on the date of
grant, determined as provided in paragraph (g) of this
Article 4.
(b) The option price for each stock option shall be paid in
full upon exercise and shall be payable in cash in United
States dollars (including check, bank draft or money
order); provided, however, that in lieu of such cash the
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person exercising the stock option may pay the option
price in whole or in part by delivering to the
Corporation shares of Common Stock having a fair market
value on the date of exercise of the stock option,
determined as provided in paragraph (g) of this Article
4, equal to the option price for the shares being
purchased; except that (i) any portion of the option
price representing a fraction of a share shall in any
event be paid in cash and (ii) no shares of Common Stock
which have been held for less than six months may be
delivered in payment of the option price of a stock
option. Delivery of shares may also be accomplished
through the effective transfer to the Corporation of
shares held by a broker or other agent. The Corporation
will also cooperate with any person exercising a stock
option who participates in a cashless exercise program of
a broker or other agent under which all or part of the
shares received upon exercise of the stock option are
sold through the broker or other agent or under which the
broker or other agent makes a loan to such person.
Notwithstanding the foregoing, the exercise of the stock
option shall not be deemed to occur and no shares of
Common Stock will be issued by the Corporation upon
exercise of the stock option until the Corporation has
received payment of the option price in full. The date of
exercise of a stock option shall be determined under
procedures established by the Committee, and as of the
date of exercise the person exercising the stock option
shall be considered for all purposes to be the owner of
the shares with respect to which the stock option has
been exercised. Payment of the option price with shares
shall not increase the number of shares of the Common
Stock which may be issued under the Plan as provided in
Article 2.
(c) A stock option granted hereunder shall be immediately
exercisable.
Subject to the preceding sentence and subject to paragraph (e)
of this Article 4 (which provides for earlier termination of a
stock option under certain circumstances), each stock option
shall be exercisable for ten years and one month from the date
of grant and not thereafter. A stock option to the extent
exercisable at any time may be exercised in whole or in part.
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(d) No stock option shall be transferable by the grantee
otherwise than by will, or if the grantee dies intestate,
by the laws of descent and distribution of the state of
domicile of the grantee at the time of death. All stock
options shall be exercisable during the lifetime of the
grantee only by the grantee or the grantee's guardian or
legal representative. These restrictions on
transferability shall not apply to the extent such
restrictions are not at the time required for the Plan to
continue to meet the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 (the "1934 Act"), or any
successor Rule.
(e) If a grantee ceases to be a Director of the Corporation
for any reason, any outstanding stock options held by the
grantee shall be exercisable according to the following
provisions:
(i) If a grantee ceases to be a Director of the
Corporation by reason of total and permanent
disability, any outstanding stock option
held by such grantee shall be exercisable by
the grantee (but only if exercisable by the
grantee immediately prior to ceasing to be a
Director) at any time prior to the
expiration date of such stock option or
within three years after the date the
grantee ceases to be a Director, whichever
is the shorter period;
(ii) If during his term of office as a Director a
grantee resigns from the Board or is removed
from office for cause (as such term is
defined in the Boardwalk Bank 2000 Stock
Option Plan), any outstanding stock option
held by the grantee shall terminate as of
the date of resignation or removal;
(iii) If a grantee ceases to be a Director of the
Corporation due to death, any outstanding
stock option held by the grantee at the time
of death (whether or not exercisable by the
grantee immediately prior to death) shall be
exercisable by the person entitled to do so
under the will of the grantee, or, if the
grantee shall fail to make testamentary
disposition of the stock option or shall die
intestate, by the legal representative of
the grantee at any time prior to the
expiration date of such stock option or
within three years after the date of death
of the grantee, whichever is the shorter
period; and
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(iv) If a grantee ceases to be a Director of the
Corporation due to retirement (which shall
be deemed the failure, for any reason, to
stand for reelection as a Director), any
outstanding stock option held by the grantee
at the date of retirement (whether or not
exercisable by the grantee immediately prior
to retirement) shall be exercisable by the
grantee at any time prior to the expiration
date of such stock option or within three
years after the date the grantee ceases to
be a director, whichever is the shorter
period.
A stock option held by a grantee who has ceased to be a
Director of the Corporation shall terminate upon the
expiration of the applicable exercise period, if any,
specified in this paragraph (e) of Article 4.
(f) All stock options shall be confirmed by an agreement, or
an amendment thereto, which shall be executed on behalf
of the Corporation by the Chief Executive Officer (if
other than the President), the President or any Vice
President and by the grantee.
(g) Fair market value shall be (i) during such time as Common
Stock is not listed on an established stock exchange or
exchanges but is listed on the NASDAQ National Market
System, 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 such a sale occurred; (ii) during
such time as the Common Stock is not listed on an
established stock exchange or on the NASDAQ National
Market System, fair market value per share shall be the
"bid" price for the Common Stock or 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
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prices were quoted; (iii) 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
the 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; and (iv) in the event the Common Stock is not
traded on an established stock exchange or in the NASDAQ
National Market System, and no closing dealer "bid" price
is available on the date of grant, then fair market value
will be the price established by the Committee in good
faith.
(h) The obligation of the Corporation to issue shares of the
Common Stock under the Plan shall be subject to (i) the
effectiveness of a registration statement under the
Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for
the Corporation, (ii) the condition that the shares shall
have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange, if any, on
which the Common Stock may then be listed and (iii) all
other applicable laws, regulations, rules and orders
which may then be in effect.
Subject to the foregoing provisions of this Article 4 and the other
provisions of the Plan, any stock option granted under the Plan shall
be subject to such restrictions and other terms and conditions, if any,
as shall be determined, in its discretion, by the Committee and set
forth in the agreement referred to in paragraph (f) of this Article 4,
or an amendment thereto; except that in no event shall the Committee or
the Board have any power or authority which would cause the Plan to
fail to be a plan described in Rule 16b-3(c)(2)(ii), or any successor
Rule.
ARTICLE 5. ADJUSTMENT AND SUBSTITUTION OF SHARES
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If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of
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the Common Stock set forth in Article 3, the number of shares of the
Common Stock then subject to any outstanding stock options and the
number of shares of the Common Stock which may be issued under the Plan
but are not then subject to outstanding stock options on the date fixed
for determining the stockholders entitled to receive such stock
dividend or distribution shall be adjusted by adding thereto the number
of shares of the Common Stock which would have been distributable
thereon if such shares had been outstanding on such date.
If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be
substituted for each share of the Common Stock set forth in Article 3,
for each share of the Common Stock subject to any then outstanding
stock option and for each share of the Common Stock which may be issued
under the Plan but which is not then subject to any outstanding stock
option, the number and kind of shares of stock or other securities into
which each outstanding share of the Common Stock shall be so changed or
for which each such share shall be exchangeable.
In case of any adjustment or substitution as provided for in the first
two paragraphs of this Article 5, the aggregate option price for all
shares subject to each then outstanding stock option prior to such
adjustment or substitution shall be the aggregate option price for all
shares of stock or other securities (including any fraction) to which
such shares shall have been adjusted or which shall have been
substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place
rounded upwards to the nearest whole number.
If the outstanding shares of the Common Stock shall be changed in value
by reason of any spin-off, split-off or split-up, or dividend in
partial liquidation, dividend in property other than cash or
extraordinary distribution to holders of the Common Stock, the
Committee shall make any adjustments to any then outstanding stock
option which it determines are equitably required to prevent dilution
or enlargement of the rights of grantees which would otherwise result
from any such transaction.
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No adjustment or substitution provided for in this Article 5 shall
require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities which
result from any such adjustment or substitution shall be eliminated and
not carried forward to any subsequent adjustment or substitution.
Except as provided in this Article 5, a grantee shall have no rights by
reason of any issue by the Corporation of stock of any class or
securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of
stock of any class.
ARTICLE 6. EFFECT OF THE PLAN ON THE RIGHTS OF CORPORATION AND
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STOCKHOLDERS
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Nothing in the Plan, in any stock option granted under the Plan, or in
any stock option agreement shall confer any right to any person to
continue as a Director of the Corporation or interfere in any way with
the rights of the stockholders of the Corporation or the Board of
Directors to elect and remove Directors.
ARTICLE 7. AMENDMENT AND TERMINATION
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The right to amend the Plan at any time and from time to time and the
right to terminate the Plan at any time are hereby specifically
reserved to the Board, provided always that no such termination shall
terminate any outstanding stock options granted under the Plan, and
provided further that no amendment of the Plan shall (i) be made
without stockholder approval if stockholder approval of the amendment
is at the time required for stock options under the Plan to qualify for
the exemption from Section 16(b) of the 1934 Act provided by Rule
16b-3, or any successor Rule, or by the rules of any stock exchange on
which the Common Stock may then be listed, or (ii) otherwise amend the
Plan in any manner that would cause stock options under the Plan not to
qualify for the exemption provided by Rule 16b-3, or any successor
Rule. No amendment or termination of the Plan shall, without the
written consent of the holder of a stock option therefore awarded under
the Plan, adversely affect the rights of such holder with respect
thereto.
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Notwithstanding anything contained in the preceding paragraph or any
other provision of the Plan or any stock option agreement, the Board
shall have the power to amend the Plan in any manner deemed necessary
or advisable for stock options granted under the Plan to qualify for
the exemption provided by Rule 16b-3 (or any successor rule relating to
exemption from Section 16(b) of the 1934 Act), and any such amendment
shall, to the extent deemed necessary or advisable by the Board, be
applicable to any outstanding stock options theretofore granted under
the Plan notwithstanding any contrary provisions contained in any stock
option agreement. In the event of any such amendment to the Plan, the
holder of any stock option outstanding under the Plan shall, upon
request of the Committee and as a condition to the exercisability of
such option, execute a conforming amendment in the form prescribed by
the Committee to the stock option agreement referred to in paragraph
(f) of Article 4 within such reasonable time as the Committee shall
specify in such request.
ARTICLE 8. EFFECTIVE DATE
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The Plan shall become effective upon approval by the affirmative vote
of the Board.
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