PARKE BANK
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 Bank (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, 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 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 $5.00
per
share, of the
Company.
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3.
Maximum Number of Shares to be Optioned and Adjustments
in Number of
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Optioned Shares
---------------
The maximum number of Shares for which Options may be granted
hereunder
is 17,622. 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
-------------------
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
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 that the Optionee was entitled to do so a
