PARKE BANCORP, INC.
2002 EMPLOYEE EQUITY INCENTIVE PLAN
1.
Purpose
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The purpose of this
Plan is to further the
growth, development and
financial success of Parke Bancorp, Inc. (the "Company") by enhancing the
ability of the Company to attract and retain highly qualified officers and
employees, to compensate them for their services to the
Company and Parke Bank
(the "Bank"), and, in so doing, to strengthen
the alignment of the interests of
these individuals with the interests of the Company's shareholders through
ongoing ownership of the Company's Common
Stock. The options granted under this
Plan are not intended to qualify as
"incentive stock options" within the meaning
of ss. 422 of the Internal Revenue Code of
1986, as amended.
2.
Definitions
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2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Corporate Event"
shall mean an occurrence in which the Company is
succeeded by another corporation in a reorganization, merger, consolidation,
acquisition of property or stock,
separation or liquidation.
2.3 "Date of Grant" in
relation to any Option
shall mean the date
on
which the Board or the Committee grants
that Option.
2.4 "Eligible
Employee" shall mean an officer (who may also be a
director) or an employee regularly employed on a salaried basis by
the Bank or
the Company.
2.5 "Exercise" in
respect of any Option shall mean the delivery by the
Optionee to the Company of (a) written notice of exercise of Options as
to a
specified number of Shares; and (b) payment of the option price for those
Shares.
2.6 "Option" shall
mean a right to purchase Shares, granted pursuant
to the Plan.
2.7 "Optionee" shall mean a person holding an Option which has not
been
exercised or surrendered and has not
expired.
2.8 "Plan" means this 2002 Employee Equity Incentive Plan, as it
may be
amended from time to time.
2.9 "Shares"
shall mean shares of
Common Stock,
par value $0.10
per
share, of the Company.
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3. Maximum
Number of Shares to be Optioned and Adjustments in
Number of
------------------------------------------------------------------------
Optioned Shares
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The maximum number of Shares for which Options may be granted
hereunder
is 23,259. This number shall be adjusted if
the number of outstanding Shares is
increased or reduced by split-up,
reclassification,
stock dividend or the like.
The number of Shares previously
optioned and not
theretofore delivered
and the
option price per Share shall likewise be adjusted whenever the number of
outstanding Shares is increased or reduced by any such
procedure.
Shares for
which Options have expired or have been surrendered may again be optioned
pursuant to the Plan.
4.
Administration and Interpretation
---------------------------------
This Plan shall be
administered
by the Board or a
committee of the
Board (the "Committee"). The Board and the Committee may each make such
rules
and establish such procedures as each deems
appropriate for the
administration
of this Plan. In the event of any
disagreement as to the
interpretation of
the
Plan or any rule or procedure thereunder, the decision of the Board shall be
final and binding upon all persons in
interest.
5.
Granting of Options
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The Board and the
Committee are each
authorized
to grant Options
to
selected Eligible Employees pursuant to
this Plan. The number of Shares, if any,
optioned in each year, the Eligible
Employees to whom
Options are granted,
and
the number of Shares optioned to each Eligible
Employee shall be
wholly within
the discretion of the Board or the
Committee, subject to
the limitation that no
Options shall be granted after April 23,
2012.
6.
Terms of Options
----------------
Subject to the
limitation prescribed
in Section 5 above,
the Options
granted under this Plan shall be on the
terms stated in
paragraphs (a)
through
(g) below. The Board and the Committee may each specify
additional
terms not
inconsistent with this Plan by rules of general application or by specific
direction in connection with a particular
group of Options.
(a) The option
price shall be fixed by the Board or the
Committee but shall
not be less than 100% of the fair market value of
the underlying Shares on the date of grant.
(b) The option
price shall be payable in cash, property,
services rendered or, under certain circumstances, in shares of stock
of the Company having
a fair market value equal to the option price on
the date of exercise, or any combination thereof.
(c) The Options shall not be transferable otherwise than by
will or the laws of descent and distribution and shall be
exercisable,
during the Optionee's lifetime, only by him.
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(d) The Options
shall expire ten years after the date of
grant, unless an earlier date is fixed by the Board.
(e) The Options shall
terminate and may not be exercised if
the Optionee
ceases to be an employee of the Bank or the Company,
except to the extent provided in Section 7 below.
(f) If the Company is succeeded by another company because of
a Corporate Event, the
successor company
shall assume the outstanding
Options granted under this Plan or shall substitute new options for
the
outstanding Options.
In determining the
substitution of Options, the
Optionee shall be
regarded as if the
Optionee had been the
holder of
record of the number of Shares which were subject to Options
immediately prior
to the Corporate Event. The Optionee shall be
entitled upon the
exercise of such Options to receive such securities
of the surviving or resulting corporation as the board of
directors of
that corporation
shall determine to be equivalent, as nearly as
practicable, to the
nearest whole number
and class of shares of stock
or other securities
to which the
Optionee would have been entitled
under the terms of the agreement governing the Corporate Event.
(g) The granting of
any Options shall
impose no obligation
upon the Optionee to exercise such Options.
7.
Exercise Rights upon Termination of Employment
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7.1 If an Optionee becomes disabled, he may exercise his Options
during
the one year period commencing on his disability
commencement
date, but in no
event later than the date on which
the Options would have expired if the
Optionee had not become disabled. During such period the Options may be
exercised only to the extent t
