Exhibit 10(ab)
HIGH POINT FINANCIAL CORP.
1996 Non-Employee Director Stock Option Plan
1. Purpose
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The purpose of this 1996 Non-Employee Director Stock Option Plan is to
attract and retain highly qualified non-employee directors for High Point
Financial Corp. and The National Bank of Sussex County by providing those
non-employee directors with opportunities to receive equity in High Point
Financial Corp.
2. Definitions
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As used in this Plan
2.1 "High Point" means High Point Financial Corp., a New Jersey
corporation.
2.2 "Board" means the Board of Directors of High Point.
2.3 "Change in Control" means the first to occur of any of the following
events:
(a) Any person or entity or group of affiliated persons or
entities (other than High Point) becomes a beneficial owner, directly or
indirectly, of 25% or more of High Point's voting securities or all or
substantially all of the assets of High Point.
(b) High Point enters into a definitive agreement which
contemplates the merger, consolidation or combination of High Point with an
unaffiliated entity in which either or both of the following is to occur: (i)
the directors of High Point immediately prior to such merger, consolidation or
combination will constitute less than a majority of the board of directors of
the surviving, new or combined entity; or (ii) less than 51% of the outstanding
voting securities of the surviving, new or combined entity will be beneficially
owned by the stockholders of High Point immediately prior to such merger,
consolidation or combination; provided, however, that if any definitive
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agreement to merge, consolidate or combine is terminated without consummation of
the transaction, then no Change in Control shall be deemed to have occurred
pursuant to this paragraph (b).
(c) High Point enters into a definitive agreement which
contemplates the transfer of all or substantially all of
High Point's assets, other than to a wholly-owned subsidiary of High Point;
provided, however, that if any definitive agreement to transfer assets is
terminated without consummation of the transfer, then no Change in Control shall
be deemed to have occurred pursuant to this paragraph (c).
(d) A majority of the members of the Board shall be persons
who: (i) were not members of such Board on the date this Plan is approved by the
stockholders of High Point ("current members"); and (ii) were not nominated by a
vote of such Board which included the affirmative vote of a majority of the
current members on such Board at the time of their nomination ("future
designees") and (iii) were not nominated by a vote of such Board which included
the affirmative vote of a majority of the current members and future designees,
taken as a group, on such Board at the time of their nomination.
2.4 "Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury regulations adopted thereunder.
2.5 "Committee" means the Committee appointed by the Board to administer
the Plan, as provided in Section 3.
2.6 "Common Stock" means the Common Stock of High Point, no par value.
2.7 "Corporation" means High Point and its subsidiaries, considered as a
whole.
2.8 "Fair Market Value," when used with reference to a share of Common
Stock, means (i) the mean between the high and low sales prices of the Common
Stock as reported on the National Market of the National Association of
Securities Dealers, Inc., Automated Quotation System, or any similar system of
automated dissemination of quotations of securities prices then in common use,
if so quoted, or (ii) if not quoted as described in clause (i), the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau Incorporated or such other source as the
Committee shall determine, or (iii) if the Common Stock is listed or admitted
for trading on any national securities exchange, the mean between the high and
low sales price, or the closing bid price if no sale occurred, of the Common
Stock on the principal securities exchange on which the Common Stock is listed.
In the event that the method for determining the Fair Market Value of a share
of Common Stock provided for above shall not be practical in the opinion of the
Committee, then such Fair Market Value shall be determined by such other
reasonable method as the Committee shall, in its discretion, select and apply.
2.9 "Grant" means a grant of a Nonqualified Stock
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Option.
2.10 "NBSC Board" means the Board of Directors of The National Bank of
Sussex County.
2.11 "Nonqualified Stock Option" means an option to purchase Common
Stock not intended to qualify as an "incentive stock option" (within the meaning
of Section 422 of the Code).
2.12 "Participant" has the meaning set forth in Section 6 of this Plan.
2.13 "Plan" means this 1996 Non-Employee Director Stock Option Plan, as
it may be amended from time to time.
3. Administration of the Plan
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3.1 The Plan shall be administered by those individuals who are
appointed by the Board, which individuals shall not be Participants in the Plan
(the "Committee"). The Committee shall have the power to determine the
applicable terms and conditions of Grants. The Committee shall also have the
power and authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan and to make all other determinations deemed
necessary or advisable in administering the Plan. The determination of the
Committee concerning any matter arising under or with respect to the Plan or
Grants shall be final, binding and conclusive on all interested persons.
3.2 The Committee shall also have such other powers and authority as are
otherwise granted to it under the Plan.
3.3 The Committee may consult with counsel, who may be counsel to the
Corporation, and shall not incur any liability for any action taken in good
faith in reliance upon the advise of counsel.
3.4 The Committee initially shall be comprised of the President, the
Treasurer and the Secretary of High Point.
4. Effective Date Of The Plan
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The effective date of the plan is January 1, 1996.
5. Plan Limitations: Stock Subject To The Plan
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5.1 The aggregate number of shares of Common Stock for which
Nonqualified Stock Options may be granted under the
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Plan is 105,000, which may be shares of authorized but unissued Common Stock or
reacquired shares of Common Stock, as such number may be adjusted in the manner
described in Section 9.
5.2 Any shares for which Stock Options are granted that are not
purchased due to termination or expiration of a Nonqualified Stock Option may
again be subject to a Grant under the Plan.
6. Eligibility
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Non-employee directors of High Point and The National Bank of Sussex
County determined as of February 26, 1996, all of whom are listed on Exhibit A
hereto, are the "Participants" in the Plan.
7. Terms and Conditions Relating to Stock Options
7.1 Each Participant is hereby provided with a Grant of Nonqualified
Stock Options to purchase up to 7,500 shares of Common Stock, as of February
20, 1996. The exercise price per share of Common Stock with respect to each
Nonqualified Stock Option shall be the Fair Market Value of the Common Stock on
the date of Grant.
7.2 All Grants shall be made without payment by the recipient to the
Corporation (subject to Sections 7.3 and 13) and shall be evidenced by a
written agreement executed by High Point and the recipient which shall include
the following and such other terms and conditions not inconsistent with the
Plan as the Committee shall determine:
(a) Each Participant's right to purchase Common Stock pursuant to
the Nonqualified Stock Options will vest according to the following schedule:
February 20, 1996 1,500 Shares of Common Stock
February 20, 1997 1,500 Shares of Common Stock
February 20, 1998 1,500 Shares of Common Stock
February 20, 1999 1,500 Shares of Common Stock
February 20, 2000 1,500 Shares of Common Stock
Upon the occurrence of a Change in Control, all unvested Nonqualified
Stock Options will immediately become fully vested. Notwithstanding anything
else herein to the contrary, a Participant will forfeit nonvested Nonqualified
Stock Options when he or she ceases to be a member of the Board or a member of
the Board of Directors of The National Bank of Sussex
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County. Subject to the other rules set forth in this Plan, a Participant (or, if
deceased, his or her executor) will be permitted to exercise vested Nonqualified
Stock Options within one year of the date on which he or she ceases to be a
member of the Board or of the Board of Directors of The National Bank of Sussex
County, but only if he or she ceased to be such a member as a result of
resignation after attaining the age of at least 70, disability (as determined
under Section 22 of the Code) or death; otherwise, Nonqualified Stock Options
must be exercised while the Participant is a member of the Board or a member of
the NBSC Board.
(b) The expiration date of each Nonqualified Stock Option, which shall be
ten years from the date on which each such Nonqualified Stock Option becomes
vested.
(c) Any restrictions on the exercise of Nonqualified Stock Options.
(d) An agreement that no Nonqualified Stock Option shall be
transferable by the Participant other than by will or the laws of descent and
distribution, and that each Nonqualified Stock Option shall be exercisable,
during the lifetime of a Participant, only by the Participant or his or her
guardian or legal representative.
(e) Such restrictions on the resale or other disposition of Common
Stock received upon exercise of Nonqualified Stock Options as the Committee
shall determine is necessary to cause the Plan to satisfy any conditions that
it must satisfy in order for transactions in the Nonqualified Stock Options and
the underlying Common Stock to qualify for an exemption under Rule 16b-3 under
the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
(f) An agreement that all terms and conditions of the Plan
applicable to the Nonqualified Stock Options as granted are incorporated by
reference.
7.3 To exercise a Nonqualified Stock Option, the Participant shall
give written notice to High Point specifying the number of shares of Common
Stock to be purchased, accompanied by full payment for the shares so purchased
in cash or, at the Committee's discretion, either by the transfer and delivery
to High Point of shares of Common Stock, valued at their Fair Market Value as of
the date of such payment, or through a contribution of cash and shares of Common
Stock as so valued. The notice must
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also be accompanied by required withholding taxes, as determined by High Point.
7.4 A Participant shall have no rights as a shareholder with respect
to any shares subject to a Nonqualified Stock Option (including without
limitation the right to vote or to receive dividends and other distributions)
until such shares shall have been paid for in full and certificates representing
such shares have been issued.
8. Employment Rights
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Nothing in the Plan shall in any way confer on any person any right to
continue in the service of the Corporation in any form.
9. Adjustment in the Event of Changes in Capitalization
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In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
reorganization or liquidation, or any other change in the corporate structure
or shares of High Point, the Committee shall make such equitable adjustments,
as it may deem appropriate, designed to protect against dilution or enlargement
of rights, including the adjustment of the aggregate number and kind of shares
of stock or other property (including cash) which may be awarded or optioned
under the Plan, the number and kind of shares or other property subject to
outstanding Nonqualified Stock Options, and the exercise prices for outstanding
Nonqualified Stock Options.
10. Duration of the Plan
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No Grants shall be made after ten years after the effective date of the
Plan, but Nonqualified Stock Options theretofore granted may extend beyond such
date and the terms and conditions of the Plan shall continue to apply to such
options.
11. Termination and Amendment of the Plan
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The Board may at any time and from time to time terminate, modify or
amend the Plan in any respect; provided that (a) no such termination, amendment
or modification which would cause the Plan to fail to satisfy conditions that it
must satisfy in order for transactions in the Nonqualified Stock Options and the
underlying Common Stock qualify for an exemption under Rule 16b-3, if any,
because any requisite shareholder approval had not
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been obtained, shall be made unless also duly approved or ratified by the
shareholders of High Point, as required under Rule 16b-3 or the Code, as the
case may be, and (b) no such termination, modification or amendment shall be
made which would otherwise cause the Plan to fail to satisfy any other
conditions that it must satisfy in order for transactions in the Nonqualified
Stock Options and the underlying Common Stock to qualify for an exemption under
Rule 16b-3. No termination, modification or amendment shall affect the rights of
any recipient under an outstanding Stock Option without the consent of such
recipient. Notwithstanding anything else herein to the contrary, the Plan may
not be amended more than once every six months, unless necessary to comport with
changes in the Code.
12. Notices
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All notices, requests and other documents to be given hereunder by any
party hereto shall be in writing and shall be either delivered personally or
mailed by first-class registered mail or certified mail, return receipt
requested, to the appropriate party.
13. Withholding of Taxes
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The Corporation may make such provisions and take such steps as it may
deem necessary or appropriate for the withholding of any taxes which the
Corporation is required to withhold by law or regulation of any governmental
authority.
14. Application of Funds
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The proceeds received by High Point from the sales of Common Stock
pursuant to the Nonqualified Stock Options will be used for general corporate
purposes.
15. Other Compensation Plans
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The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Corporation, nor shall
the Plan preclude the Corporation from establishing any other forms of
incentive or other compensation for employees or directors of the Corporation.
16. Compliance with Laws
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Any and all provisions contained herein shall be consistent and comply
with applicable laws and regulations
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enacted or promulgated both before and after the adoption of the Plan. To the
extent that any such provision in the Plan is inconsistent, or not in
compliance, with applicable laws and regulations, that part which is
inconsistent or not in compliance shall be deemed void, but the balance of the
Plan shall remain in full force and effect.
17. Miscellaneous
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Notwithstanding anything herein to the contrary, no shares of Common
Stock or certificates therefor shall be delivered until the requirements of all
laws and regulations as may be applicable thereto are satisfied. The Committee
may in its discretion require any recipient of a Grant to represent to High
Point in writing, prior to any delivery of shares or certificates therefor, that
the shares are so acquired for investment and not with a view to, or for sale in
connection with, the distribution of all or any part hereof. The certificates
for shares of Common Stock may include any legend which the Committee, upon the
advice of counsel, deems appropriate to reflect any required or appropriate
restrictions on transfer or other disposition of such shares.
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EXHIBIT A
High Point Financial Corp.
1996 Non-Employee Director Stock Option Plan
Participants as of February 20, 1996
Daniel J. Campbell
Larry R. Condit
William A. Dolan, II
Rhea C. Fountain, III
George H. Guptill, Jr.
Ronald C. Howell
Stanley A. Koza
Charles L. Lain
C. Edward McCracken
Steven W. Okeson
Harold E. Pellow
Richard M. Roy
Charles L. Tice